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As filed with the Securities and Exchange Commission on June 3, 2019.

No. 333-231095

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CHEWY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   5961   90-1020167

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

1855 Griffin Road, Suite B-428

Dania Beach, Florida 33004

(786) 320-7111

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Sumit Singh

Chief Executive Officer

Chewy, Inc.

1855 Griffin Road, Suite B-428

Dania Beach, Florida 33004

(786) 320-7111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Joshua N. Korff, P.C.

Tim Cruickshank

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

 

Mario J. Marte

Chief Financial Officer

Chewy, Inc.

1855 Griffin Road, Suite B-428

Dania Beach, Florida 33004

(786) 320-7111

 

Michael Kaplan

Marcel R. Fausten

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount to be

Registered(1)

  Proposed
Maximum
Offering Price
Per Unit(2)
  Proposed
Maximum
Aggregate
Offering Price(2)(3)
  Amount of
Registration Fee(4)

Class A common stock, par value $0.01 per share

  47,840,000   $19.00   $908,960,000   $110,166

 

 

(1)

Includes 6,240,000 shares the underwriters have the option to purchase.

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act.

(3)

Includes the offering price of the 6,240,000 shares the underwriters have the option to purchase.

(4)

$12,120 previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale are not permitted.

 

SUBJECT TO COMPLETION. DATED JUNE 3, 2019

41,600,000 Shares

 

 

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Class A Common Stock

This is an initial public offering of Class A common stock of Chewy, Inc. We are offering 5,600,000 shares of our Class A common stock. The selling stockholder identified in this prospectus is offering 36,000,000 shares of our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholder.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is expected to be between $17.00 and $19.00 per share. Our Class A common stock has been approved for listing on the New York Stock Exchange (“NYSE”) under the symbol “CHWY.”

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock.

PetSmart, Inc. (“PetSmart”) is currently our majority stockholder. Following this offering, PetSmart will own 278,400,000 shares of our Class B common stock, which will represent approximately 70% of our total outstanding shares of common stock and approximately 77% of the combined voting power of both classes of our common stock outstanding immediately after this offering. Upon completion of this offering, we will be a “controlled company” as defined under the corporate governance rules of the NYSE.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 19.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     Per Share      Total  

Initial public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $        $    

Proceeds to Chewy, Inc., before expenses

   $        $    

Proceeds to the selling stockholder, before expenses

   $        $    

 

(1)

See “Underwriting” for a description of compensation payable to the underwriters and estimated offering expenses.

The selling stockholder has granted the underwriters the right to purchase up to an additional 6,240,000 shares of Class A common stock at the initial public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus.

At our request, the underwriters have reserved up to 2,080,000 shares of Class A common stock, or up to 5% of the shares offered hereby, for sale at the initial public offering price through a directed share program to certain individuals associated with us, PetSmart and BC Partners, including our directors. See the section titled “Underwriting—Directed Share Program.”

Delivery of the shares of Class A common stock will be made on or about                 , 2019 through the book-entry facilities of the Depository Trust Company.

 

Morgan Stanley    J.P. Morgan    Allen & Company LLC
BofA Merrill Lynch    Barclays    Jefferies
RBC Capital Markets    UBS Investment Bank    Wells Fargo Securities
Nomura    Raymond James    William Blair

The date of this prospectus is                 , 2019.


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     Page  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     19  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     50  

USE OF PROCEEDS

     52  

DIVIDEND POLICY

     53  

CAPITALIZATION

     54  

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     58  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     61  

OUR BUSINESS

     84  

MANAGEMENT

     103  

EXECUTIVE COMPENSATION

     111  

PRINCIPAL AND SELLING STOCKHOLDERS

     124  

DESCRIPTION OF CAPITAL STOCK

     127  

SHARES ELIGIBLE FOR FUTURE SALE

     133  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     136  

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

     141  

UNDERWRITING

     145  

LEGAL MATTERS

     151  

EXPERTS

     151  

WHERE YOU CAN FIND MORE INFORMATION

     152  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

 

 

Neither we, the selling stockholder nor the underwriters have authorized anyone to provide you with information different from, or in addition to, the information contained in this prospectus or in any free-writing prospectus prepared by or on behalf of us and the selling stockholder or to which we may have referred you. We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholder is offering to sell, and seeking offers to buy, the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of Class A common stock.

Neither we, the selling stockholder nor any of the underwriters have taken any action that would permit a public offering of the shares of Class A common stock outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the shares of Class A common stock and the distribution of the prospectus outside the United States.

Until                 , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

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About This Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

 

   

“we,” “our,” “us,” “Chewy,” “the company” and “our company” refer to Chewy, Inc. and its consolidated subsidiaries;

 

   

“PetSmart” refer to PetSmart, Inc., our parent company;

 

   

“Argos Holdings” refer to Argos Holdings L.P., PetSmart’s parent company;

 

   

“BC Partners” refer to BC Partners LLP and its affiliates;

 

   

“active customers” refer to customers who have ordered, and for whom an order has shipped, at least once during the preceding 364-day period;

 

   

“Autoship subscription program” refer to our subscription ordering program that enables customers to have repeat orders automatically shipped to them at specified intervals;

 

   

“Autoship customers” for a given fiscal quarter refer to customers for whom an order has shipped through our Autoship subscription program during the preceding 364-day period;

 

   

“Autoship customer sales” refer to, for a given fiscal quarter, sales and shipping revenues from all Autoship subscription program purchases and purchases outside of the Autoship subscription program by Autoship customers, excluding taxes collected from customers, excluding any refund allowance, and net of any promotional offers (such as percentage discounts off current purchases and other similar offers); and, for a given fiscal year, the sum of the Autoship customer sales for each of the fiscal quarters in that fiscal year;

 

   

“CAGR” refer to compound annual growth rate;

 

   

“cohort” refer to the number of new customers acquired during a given period;

 

   

“CSRs” refer to our customer service representatives; and

 

   

“Net Promoter Score,” or “NPS,” refer to our net promoter score, which is a percentage, expressed as a numerical value up to a maximum value of 100, that we use to gauge customer satisfaction. Net Promoter Score reflects responses to the following question on a scale of zero to ten: “How likely are you to recommend Chewy to a friend or colleague?” Responses of 9 or 10 are considered “promoters,” responses of 7 or 8 are considered neutral or “passives,” and responses of 6 or less are considered “detractors.” We then subtract the number of respondents who are detractors from the number of respondents who are promoters and divide that number by the total number of respondents. Our methodology of calculating Net Promoter Score reflects responses from customers who purchase products from us as well as individuals who visit our website and choose to respond to the survey question. Net Promotor Score gives no weight to customers who decline to answer the survey question.

Basis of Presentation

Unless otherwise indicated or the context otherwise requires, financial data included, or incorporated by reference, in this prospectus reflects the business and operations of Chewy, Inc. and its consolidated subsidiaries. We currently use a 52- or 53-week fiscal year, with our fiscal year ending each year on the Sunday that is closest to January 31 of that year. Each fiscal year generally consists of four 13-week fiscal quarters, with each fiscal quarter ending on the Sunday that is closest to the last day of the last month of the quarter. Throughout this prospectus, all references to quarters and years are to our fiscal quarters and fiscal years, respectively, unless otherwise noted. In periods prior to the fiscal year ended January 28, 2018, we used a fiscal year ending December 31. Therefore, references in this prospectus to “fiscal year 2014,” “fiscal year 2015” and “fiscal year 2016” refer to the fiscal years ended December 31, 2014, 2015 and 2016, respectively. References to “fiscal year 2017” refer to our fiscal year that started on February 1, 2017 and ended on January 28, 2018. References to “fiscal year 2018” refer to the fiscal year that started on January 29, 2018 and ended on February 3, 2019. Due to

 

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this change in our fiscal year, we have presented certain financial information as of January 31, 2017 and for the period between January 1, 2017 and January 31, 2017, which was the transition period following the end of fiscal year 2016 and prior to the beginning of fiscal year 2017. Unless otherwise indicated, information in this prospectus regarding the change in our financial data from fiscal year 2016 to fiscal year 2017 does not take into account this transition period. Due to the change in our fiscal year, the transition period from January 1, 2017 to January 31, 2017 is not included in either fiscal year 2016 or fiscal year 2017.

Trademarks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ™ or ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Market, Ranking and Other Industry Data

In this prospectus, we refer to information regarding market data obtained from internal sources, market research, publicly available information, and industry publications, including the size of our addressable market and our Net Promoter Score. Estimates are inherently uncertain, involve risks and uncertainties, and are subject to change based on various factors, including those discussed in the sections of this prospectus titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” We believe that these sources and estimates are reliable as of the date of this prospectus but have not independently verified them and cannot guarantee their accuracy or completeness. In addition, certain measures, such as our Net Promoter Score, are calculated by us using a methodology that may be different to the methodology that other companies, including companies in our industry, use to calculate similar measures. As a result, such measures, including our Net Promoter Score, may not be comparable to similarly described measures published by other companies.

 

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to purchase our Class A common stock in this offering. You should read the entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. See “About This Prospectus.”

Overview

Our mission is to be the most trusted and convenient online destination for pet parents everywhere. Since our launch, we have created the largest pure-play pet e-tailer in the United States, offering virtually everything a pet needs. We believe that we are the preeminent online destination for pet parents as a result of our broad selection of high-quality products, which we offer at great prices and deliver with an exceptional level of care and a personal touch. We are the trusted source for pet parents and continually develop innovative ways for our customers to engage with us. We partner with more than 1,600 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding private brands. The loyalty of our customers has helped us deliver more than 100 million orders since 2011. From fiscal year 2012 to fiscal year 2018, our net sales per active customer grew from $223 to $334 and our net sales grew from $26 million to $3.5 billion. In addition, Autoship customer sales have grown from $115 million in fiscal year 2014 to $2.3 billion in fiscal year 2018.

We launched Chewy in 2011 to bring the best of the neighborhood pet store shopping experience to a larger audience, enhanced by the depth and wide selection of products and around-the-clock convenience that only e-commerce can offer. At Chewy, we love pets and pet parents. We view pets as family and are obsessed with serving pet parents by meeting all of their needs and exceeding expectations through every interaction. Over the past seven years, we have successfully created a customer-centric culture, striving to “WOW” our customers through exceptional customer service and expert advice available around the clock, every day of the year. Our high-quality service and customer satisfaction are demonstrated by our strong Net Promoter Score, which we have calculated to be 86 for fiscal year 2018. Through our website and mobile applications, we offer our customers more than 45,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service. In addition, our Autoship subscription program makes shopping with us even easier, providing pet parents with a convenient and flexible automatic reordering process.

Growth in Net Sales

 

 

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Our Industry

The pet industry in the United States—including food, supplies, veterinary services, and non-medical services—is a growing and highly-attractive market, with 2017 sales reaching approximately $70 billion.

Pet Products and Services Market by Product

 

 

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Source: American Pet Products Association (the “APPA”) 2018, Packaged Facts.

Some key characteristics of the pet industry include:

 

   

Projected growth in pet spending: According to Packaged Facts, spending on pet products and services grew at a 5.4% CAGR from 2012 to 2017 and is projected to continue its historically consistent growth at a 4.2% CAGR from 2017 to 2022.

 

   

Rapid shift to online, with significant remaining runway: The pet industry, like many others in the United States, is in the midst of a shift from in-store to online purchases, with e-commerce representing a 14% share of the food and supplies market segment in 2017, up from 4% in 2015, and projected to grow to approximately 25% by 2022. We believe that the secular trend toward online shopping can continue for a significant period as online pet product spending remains relatively low compared to some other sectors. According to third-party estimates, online spending on pet food and supplies is calculated to be $6 billion in 2017, and is expected to grow at a 17% CAGR from 2017 to 2022 as a result of the secular shift from offline to online spending and the expected consistent growth in overall market spending—though third-party estimates have historically under-forecast the speed of the shift from in-store to online.



 

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Projected Growth in Online Penetration

 

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Source:

Packaged Facts, Euromonitor 2018. Pet care includes pet food and pet products and excludes veterinary supplies and services as well as non-medical services.

 

   

Growth in number of households with pets: As of December 31, 2016, there were almost 85 million households in the United States with at least one pet, up from nearly 73 million in 2010, according to the APPA. The growth in pet households occurred across generations, with the percentage of young adults (ages 18 to 24) that own dogs or cats growing from approximately 44% in 2010 to approximately 53% in 2017, according to Packaged Facts.

 

   

“Pet humanization” driving higher spending per pet: Pet parents increasingly view pets as part of the family and are willing to spend increasingly larger dollar amounts on higher-quality goods and services for those family members. According to Packaged Facts, approximately 90% of dog owners and 86% of cat owners in 2018 considered their pets to be a part of the family.

The pet humanization trend manifests in multiple ways in the United States, such as the following:

 

   

Premium Consumables: There is an increased focus on the impact of diet on pet health, leading to higher spending per pet on premium, healthier pet foods that are more expensive. Half of dog and cat owners feel that natural/organic brand pet products are often better than standard national brand products, according to Packaged Facts. Approximately 75% of pet product buyers in 2018 were willing to pay more for healthier pet food products, up from 67% in 2015, according to Packaged Facts.

 

   

Healthcare: Spending on pet healthcare, including pet drug prescriptions and pet health insurance, has increased. According to the APPA, approximately 25% of dog and cat owners would prioritize their pets over themselves when considering large medical expenses while another 25% were not sure who they would prioritize. In addition, approximately 75% of dog owners and more than 50% of cat owners gave their pet a medication or drug in 2016. Furthermore, 10% of dog owners and 5% of cat owners carried health insurance for their pets in 2016, up from 4% of dog owners and 1% of cat owners in 2010.



 

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Pet Medication Market Continues to Grow

(market size, $ in billions)

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Source:

Packaged Facts.

 

   

Services: Annual spending on non-medical pet services (including grooming, boarding, sitting, walking, and training) grew 25% from $105 per pet-owning household in 2013 to $131 in 2017, according to Packaged Facts.

 

   

Consistency of spending and resilience during economic downturns: Spending on pets is a necessity and most customers purchase frequently and in regular intervals. The pet industry is one of the most resilient categories during economic downturns because of the nature of the pet parent / pet relationship. For example, during the recession of 2008 to 2010, overall consumer spending in the United States declined while pet spending in the United States increased by 12%, according to the APPA. In 2010 alone, spending in the United States on entertainment fell 7.0%, food fell 3.8%, housing fell 2.0% and apparel and services fell 1.4%, according to the U.S. Bureau of Labor Statistics, while spending on pets rose 6.2%, according to the APPA.

U.S. Pet Industry Grew During the Recession of 2008 to 2010

(market size, $ in billions)

 

 

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Source: APPA (2005-2018E).

 

   

Highly fragmented industry: The retail pet products industry is highly fragmented, with e-commerce sales continuing to grow faster than the overall market and the market share of brick-and-mortar competitors rapidly shifting to e-commerce.



 

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Pet Care Is a Fragmented Industry

 

 

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Source:

Packaged Facts 2018. Pet care includes pet food and pet products and excludes veterinary supplies and services as well as non-medical services.

 

   

Low seasonality: We benefit from an industry that experiences relatively low seasonality in consumer demand. This low seasonality provides us with more predictable net sales and allows us to optimize asset utilization and inventory levels.

What Sets Us Apart

We are a passionate group of people who love pets of all breeds, types, shapes, and sizes. We believe that pet parents are attracted to our trusted and convenient offering of high-quality products via our versatile e-commerce platform, and that they continue to shop with us because we offer personalized, high-touch customer service to every customer, every day, and in every interaction.

Our Value Proposition to Customers

Our value proposition to customers is driven by our broad selection of high quality products at competitive prices, an easy and enjoyable shopping experience, fast and reliable delivery options, including our convenient Autoship subscription program, and strong commitment to serving and bringing delight to our loyal customers. We are dedicated to customer service and believe that this sets us apart from our competitors. We have almost 10,000 team members, known as “Chewtopians,” in 12 locations across the United States, who are available to serve our customers 24/7 every single day of the year. We believe that our customers are loyal because we strive to provide exceptional service every time they interact with us. Our highly trained and passionate customer service representatives (“CSRs”) are available to provide the type of tailored, knowledgeable service and guidance that customers can usually find only at the highest quality neighborhood pet stores. Our high-quality service and customer satisfaction are demonstrated by our Net Promoter Score, which we have calculated to be 86 for fiscal year 2018. Our customer service is further enhanced by our internally developed technology platform, which serves our customers through its easy-to-use functionality, and by offering everything from educational resources to 24/7 access to our online pet experts.



 

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Our Value Proposition to Partners

We believe that the rapid growth of our customer base and net sales, coupled with our versatile e-commerce platform, provide our partners with the opportunity to grow their brands. Our partners benefit from our investments in cutting-edge technology and educational resources, including free educational videos about their products. In addition, our Autoship subscription program leads to increased repeat orders of our partners’ products by our customers. Our robust distribution and fulfillment network also benefits our partners by providing fast and reliable delivery options for their products.

Our Strengths

 

   

Chewy’s commitment to customer service is the core of our brand, and our customers love us for it:

 

   

Customer centricity: Everything about our company is organized around our commitment to provide an exceptional customer experience. We make the shopping experience easy and enjoyable, and that makes finding and buying the right product an amazing start to the customer journey. We provide competitive prices, customizable and convenient automatic reordering, and fast and reliable order delivery.

 

   

Customer service expertise that is knowledgeable and empowered: Our CSRs share a common bond: they love pets. This shared passion is evident in every interaction they have with our customers, whether via phone, email, or interactive live-chat. In addition, contacting us is easy, with virtually all customer calls being answered in less than six seconds. From the moment they join Chewy, our CSRs receive extensive training from our knowledgeable team, learning the ins and outs of the world of pets and our product offering. Thereafter, they continue learning about brands and pets of all types via recurring training sessions available to CSRs. This allows them to further hone their ability to deliver highly specialized, informed, and authentic advice to our customers.

 

   

Engaging with customers on a personalized level: We empower our CSRs to go above and beyond for our customers, and they do so with the knowledge that our commitment to our customers is our number one priority. We engage with pet parents thousands of times per day, and we embrace the opportunity to “WOW” our customers each time, from surprising them with a hand-painted pet portrait to sending flowers to a family who has recently lost their pet. In addition, we have developed integrated technology that enables us to capture personalized profiles for each of our customers as well as their pets so that we may provide them with personalized recommendations. The expertise of our CSRs, combined with the powerful tools that we provide them, allows us to deliver a high-touch and high-quality experience to our customers, which we believe results in higher retention rates.

 

   

We offer the widest assortment of pet products available of any pet specialty retailer—and we continue to grow that assortment—which we offer at competitive prices: We carry more than 1,600 carefully selected brands, representing the best and most popular products, and we regularly add new ones as we strive to offer everything that pet parents may want for their pets. In addition, we offer a wide range of free educational media (such as blogs and videos on our website) to enhance our product offering and the buying experience, helping pet parents choose the right product for their pet.

 

   

We have a loyal customer base whose spending with us grows over time, underscoring our value proposition: Our customers spend more on average the longer they remain active, increasing their total spending with us after the first year from their initial order. Customers who remain active on our site



 

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spend an average of three to four times as much in their third year as they did in their first year, and total net sales across all customers in that cohort increase over time, reaching approximately 1.5x their first year sales. This consistency in spending by our customers provides us with a relatively predictable revenue stream over long periods of time, giving us confidence in our investment strategy. Payback on customer acquisition is relatively fast and improves as we gain a greater share of our customers’ wallets. Autoship customer sales represented approximately 66% of our net sales in fiscal year 2018, demonstrating the strong customer retention of our platform.

 

   

Our highly efficient and effective distribution network provides exceptional delivery with ongoing cost advantages and superior customer service: Our strategic placement of seven fulfillment centers across the United States enables us to cost-efficiently ship to approximately 80% of the U.S. population overnight and almost 100% in two days. The high volume of our sales, high participation rate in our Autoship subscription program, and relatively low seasonality of our business allow us to optimize asset utilization across our network and lower our fixed and variable cost per unit and our inventory levels.

 

   

We have positive unit economics and high customer retention rates: We realize increasing profitability from repeat customer orders, and we continue to optimize our operations to expand our margins. Our economic model has demonstrated exceptional retention rates and in fiscal year 2018 our business achieved 120% of sales from our existing customer base from the prior fiscal year. Our embedded growth from existing customers is supported by the ease and convenience of our Autoship subscription program and the exceptional customer experience that we provide. Our marketing programs, coupled with our high customer retention rates, yield high returns on investment, which in turn enable us to continue to invest in growth. All of these attributes work together to form the backbone of our superior business model.

 

   

We deploy capital efficiently: We invest cash flow generated from our existing customer base to attract new customers. Given the fast and consistent payback levels from our customers, we invest free cash flow in marketing to attract new customers. We have grown from $204 million in net sales in fiscal year 2014 to $3.5 billion in net sales in fiscal year 2018 while using only $143 million of free cash flow across fiscal years 2015 to 2018 (excluding one-time cash expenses associated with PetSmart’s acquisition of us in 2017).

 

   

Our technology platform is scalable: Our advanced technology platform was developed to enable us to grow our sales volume and increase the number of active customers while reducing marginal transaction and operational costs. Given the significant fixed-cost component of our technology platform, we expect that our cost per transaction will continue to decrease as our sales volume grows. The scalability and integrated nature of our technology platform also allow us to run our operations in a cost-efficient manner by decreasing the number of operational personnel and automating many of our planning and fulfillment processes. For example, we have significantly improved our processes for picking and packing orders through better forecasting, inventory placement, and optimal labor planning. Our customer service model, while “high touch,” provides our CSRs with up-to-date customer data and cutting-edge tools to optimize their productivity. As we continue to grow, we expect that we will be able to further scale our fixed costs.

 

   

Our partnership with PetSmart provides us with increased scale and reach: Chewy and PetSmart enjoy a shared commitment to pets and pet parents and work closely to leverage our combined scale to lower costs and pass the savings on to our customers. We coordinate purchases across our operations, reducing costs and enabling us to invest those savings in growth. We use our individual strengths, such as a large physical network of more than 1,600 PetSmart stores and the scale and convenience of our e-commerce platform, to bring a more complete catalog to our customers. In late 2018, PetSmart began selling our American Journey products at more than 800 of its stores, and we began offering PetSmart’s Authority brand products on Chewy.com.



 

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We have a strong and experienced management team: We have a strong management team with experience that spans e-commerce, technology, retail, logistics and hospitality. Our management team is led by our Chief Executive Officer, Sumit Singh, who previously served as our Chief Operating Officer. Sumit has spent more than 16 years in the e-commerce and tech industry, bringing extensive experience from companies like Amazon, where he most recently served as the former Worldwide Director of Amazon’s Consumables businesses (Fresh and Pantry) and Director and General Manager of Amazon’s North American Merchant Fulfillment and Third-party business.

Our Growth Strategy

We believe that we are still early along our growth path and we are focused on growing both our net sales and expanding our margins through a number of different strategies, including:

 

   

Continue to grow sales from our existing customer base: We seek to expand our share of our customers’ wallets by broadening the selection of products that we offer as well as improving customer engagement. Customers have historically spent more per purchase on our website and mobile applications after their first year as they discover the wide range of our product offering and the value proposition we provide. For example, our net sales in fiscal year 2018 would have grown by 20% compared to fiscal year 2017 as a result of increased spending among our customer base without any net increase in customers during fiscal year 2018. Our exceptional customer service and “WOW” programs help us retain customers and increase their level of engagement and spending.

 

   

Acquire new customers: We believe that we have a significant opportunity to continue to add new customers due to the ongoing secular shift from in-store to online shopping and our relatively low unaided brand awareness in the marketplace. We intend to increase brand awareness and reach new customers through advertising, other marketing efforts and this offering. We expect to continue to invest free cash flow from our customer base in advertising and marketing to acquire new customers from existing and new channels. Given the high levels of customer satisfaction that we see from our customers, we believe that there is significant opportunity to grow our business as consumers become more aware of our brand and our strong value proposition.

 

   

Leverage our technological and operational efficiencies: We believe that we can further improve our margins as we grow net sales, and we remain committed to achieving both. We expect to invest in technology and product innovation to continue scaling our platform, customer support, marketing efforts, and supply chain in order to drive growth. Our management team is committed to a disciplined use of capital designed to drive measurable improvements in unit economics and further improve our profitability. Growing net sales will allow us to achieve better variable costs as we purchase greater volumes from our vendor partners.

 

   

Continue to grow our private brands: In 2016, we launched our first hardgoods private brand, Frisco, and in 2017, we launched two consumables private brands, American Journey and Tylee’s. In late 2018, we also began selling our private brand products through PetSmart. Despite relatively little marketing behind these launches, customers have embraced these brands, resulting in rapid growth of our private brands, which now represent mid-single digits as a percentage of total net sales in fiscal year 2018. The foundation of this growth is the millions of customers who have ordered at least one of our brands in the last two years. Our goal is to provide value to our customers by offering private brands with compelling quality and pricing. We believe there is significant room to grow our private brands through continued growth of our current brands and the launch of new ones.

 

   

Expand further into pet healthcare: Complementing our existing over-the-counter and veterinarian diet offerings, we launched Chewy Pharmacy in July 2018, thereby broadening our pet healthcare



 

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offering and providing our customers with a one-stop shop for their prescription and special diet needs. We believe that we share a common goal of pet health and wellness along with the veterinarian community, and we will continue to utilize our strengths to enhance partnerships with customers and veterinarians alike.

 

   

Explore broader platform opportunities: We believe that there are additional pet offerings that can drive future growth and that our platform extends strong complementarities to other categories such as pet services, should we choose to do so. The strengths of our platform may enable us to sell directly to businesses in addition to consumers. Finally, although we have exclusively focused on sales in the United States to date, we may expand our offering internationally in the future.

Recent Developments

Preliminary Unaudited First Quarter Fiscal Year 2019 Results

The following information reflects our preliminary estimates of our financial and operating results for the 13 weeks ended May 5, 2019, based on currently available information. We have not yet finalized our results for this period and our consolidated financial statements as of and for the 13 weeks ended May 5, 2019 are not expected to be available until after this offering is completed. Consequently, our actual results for the 13 weeks ended May 5, 2019 will not be available to you prior to investing in this offering.

Our actual results remain subject to the completion of our fiscal quarter-end closing process, which includes review by management and our board of directors, including our audit committee following completion of this offering. While carrying out such procedures, we may identify items that require us to make adjustments to the preliminary estimates of our results set forth below. As a result, our actual results could be different from those set forth below. Additionally, our estimates are forward-looking statements based solely on information available to us as of the date of this prospectus and may differ from our actual results. Therefore, you should not place undue reliance on these preliminary estimates of our results. See the section titled “Cautionary Note Regarding Forward-Looking Statements.”

The preliminary estimates of our results included below have been prepared by, and are the responsibility of, our management. Our independent auditors have not audited, reviewed or compiled such preliminary estimates of our results. Accordingly, Deloitte & Touche LLP expresses no opinion or any other form of assurance with respect thereto. The information presented herein should not be considered a substitute for the information to be filed with the SEC in our Quarterly Report on Form 10-Q for the 13 weeks ended May 5, 2019 once it becomes available. We have no intention or obligation to update the preliminary estimates of our results set forth below prior to filing our Quarterly Report on Form 10-Q for the 13 weeks ended May 5, 2019.



 

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The following table sets forth certain estimated results we expect to report for the 13 weeks ended May 5, 2019 and actual results for the 13 weeks ended April 29, 2018:

 

     13 Weeks Ended  

(in thousands except net sales per active customer
and percentages)

   May 5, 2019
(estimated)
    April 29, 2018  
     (unaudited)  

Net sales

   $ 1,108,872     $ 763,462  

Cost of goods sold

     854,982       613,474  

Gross profit

     253,890       149,988  

Operating expenses:

    

Selling, general and administrative

     181,897       123,152  

Advertising and marketing

     102,263       86,661  

Total operating expenses

     284,160       209,813  

Loss from operations

     (30,270     (59,825

Interest income, net

     716       10  

Loss before income tax provision

     (29,554     (59,815

Income tax provision

     —         —    

Net loss

   $ (29,554   $ (59,815

Adjusted EBITDA(1)

   $ (15,766   $ (51,509

Adjusted EBITDA margin(1)

     (1.4% )      (6.7% ) 

Net cash used in operating activities

   $ (51,141   $ (45,273

Free cash flow(1)

   $ (63,363   $ (58,734

Active customers(2)

     11,321       7,830  

Net sales per active customer(2)

   $ 343     $ 314  

Autoship customer sales(2)

   $ 743,853     $ 477,449  

Autoship customer sales as percentage of net sales(2)

     67.1     62.5

 

(1)

Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures. See “Selected Consolidated Financial and Other Data” for additional information on non-GAAP financial measures. See tables below for a reconciliation to the most comparable GAAP measures.

(2)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Data” for information on how we define and calculate these key operating metrics.

For the thirteen weeks ended May 5, 2019, we expect net sales to be $1.1 billion compared to $763.5 million during the thirteen weeks ended April 29, 2018. The expected increase is primarily due to growth in our customer base. For the thirteen weeks ended May 5, 2019, we expect cost of goods sold to be $855.0 million compared to $613.5 million during the thirteen weeks ended April 29, 2018. The expected increase is primarily due to the increase in orders shipped and associated product costs, outbound freight and shipping supply costs. For the thirteen weeks ended May 5, 2019, we expect gross profit to be $253.9 million compared to $150.0 million during the thirteen weeks ended April 29, 2018. The expected increase is primarily due to the year-over-year increase in net sales as described above.

For the thirteen weeks ended May 5, 2019, we expect selling, general and administrative expenses to be $181.9 million compared to $123.2 million in the thirteen weeks ended April 29, 2018. This increase is primarily due to the increase in fulfillment costs to support overall growth of our business. For the thirteen weeks ended May 5, 2019, we expect advertising and marketing expenses to be $102.3 million compared to $86.7 million in the thirteen weeks ended April 29, 2018. This increase is primarily due to an increase in advertising and marketing through existing channels, resulting in the growth of our customer base.



 

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The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated.

 

     13 Weeks Ended  

(in thousands except percentages)

   May 5, 2019
(estimated)
    April 29, 2018  
     (unaudited)  

Net loss

   $ (29,554   $ (59,815

Add (deduct):

    

Depreciation and amortization

     6,949       4,718  

Share-based compensation expense

     7,230       3,273  

Income tax provision

     —         —    

Interest income, net

     (716     (10

Management fee expense(a)

     325       325  

Adjusted EBITDA

   $ (15,766   $ (51,509

Net sales

   $ 1,108,872     $ 763,462  

Adjusted EBITDA margin(b)

     (1.4 %)      (6.7 %) 

 

(a)

Management fee expense of $0.3 million allocated to us in the 13 weeks ended May 5, 2019 and the 13 weeks ended April 29, 2018 by PetSmart for organizational oversight and certain limited corporate functions. Although we are not a party to the agreement governing the management fee, this management fee is reflected as an expense in our consolidated financial statements.

(b)

Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales.

Our preliminary estimate of our cash and cash equivalents as of May 5, 2019 is approximately $29.3 million.

The following table presents a reconciliation of net cash used in operating activities to free cash flow for each of the periods indicated.

 

     13 Weeks Ended  

(in thousands)

   May 5, 2019
(estimated)
     April 29, 2018  
     (unaudited)  

Net cash used in operating activities

   $ (51,141    $ (45,273

Add (deduct):

     

Capital expenditures

     (12,222      (13,461

Free Cash Flow

   $ (63,363    $ (58,734


 

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Summary Risk Factors

Our business is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include:

 

   

Our recent growth rates may not be sustainable or indicative of our future growth.

 

   

If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net sales, improve margins and achieve profitability.

 

   

If we fail to manage our growth effectively, our business, financial condition, and results of operations could be materially and adversely affected.

 

   

The growth of our business depends on our ability to accurately predict consumer trends, successfully introduce new products, improve existing products, and expand into new offerings.

 

   

We have a history of losses and expect to generate operating losses as we continue to expand our business.

 

   

We may be unable to accurately forecast net sales and appropriately plan our expenses in the future.

 

   

Our estimate of the size of our addressable market may prove to be inaccurate.

 

   

Competition in the pet products and services retail industry, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business.

 

   

We may be unable to source additional, or strengthen our existing relationships with, suppliers. In addition, the loss of any of our key suppliers would negatively impact our business.

 

   

Shipping is a critical part of our business and any changes in, or disruptions to, our shipping arrangements could adversely affect our business, financial condition, and results of operations.

 

   

If we do not successfully optimize, operate and manage the expansion of the capacity of our fulfillment centers, our business, financial condition, and results of operations could be harmed.

 

   

Our business may be adversely affected if we are unable to provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology.

 

   

Our business depends on network and mobile infrastructure, our third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers.

 

   

Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations.

 

   

Failure to comply with federal and state laws and regulations relating to privacy, data protection, advertising, and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection, advertising, and consumer protection, could adversely affect our business, financial condition, and results of operations.

 

   

We may be unable to adequately protect our brand and our other intellectual property rights.

 

   

PetSmart controls the direction of our business and PetSmart’s concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.



 

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There has been no prior market for our Class A common stock. An active market may not develop or be sustainable, and investors may be unable to resell their shares at or above the initial public offering price.

Our Corporate Information

We began operating Chewy.com in 2011 and, in October 2013, Chewy.com, LLC was formed as a Delaware limited liability company. On March 16, 2016, Chewy.com, LLC converted from a Delaware limited liability company to a Delaware corporation and we changed our name to Chewy, Inc.

Our principal executive offices are located at 1855 Griffin Road, Suite B-428, Dania Beach, Florida 33004 and our telephone number is (786) 320-7111. We maintain a website at the address www.chewy.com. Information contained on, or accessible through, our website is not a part of this prospectus and you should not rely on that information when making a decision to invest in our Class A common stock.

PetSmart owns a majority of our outstanding common stock through its subsidiaries. PetSmart is a wholly owned, indirect subsidiary of Argos Holdings, which is owned by affiliates of funds advised by BC Partners, La Caisse de dépôt et placement du Québec, GIC Private Limited, Longview Asset Management LLC, StepStone Group LP and certain other investors. Argos Holdings is controlled by affiliates of BC Partners. For more information on our relationship with PetSmart and its owners, see “Certain Relationships and Related Party Transactions” and “Principal and Selling Stockholders.”

Upon consummation of this offering, we will have two classes of common stock: Class A common stock and Class B common stock. See “Description of Capital Stock.” All of our outstanding common stock prior to this offering will automatically be reclassified as Class B common stock upon consummation of this offering. As a result, following this offering, PetSmart will own 278.4 million shares of our Class B common stock, which will represent approximately 70% of our total outstanding shares of common stock and approximately 77% of the combined voting power of both classes of our common stock outstanding immediately after this offering. Upon completion of this offering, we will be a “controlled company” as defined under the corporate governance rules of the NYSE. As a result, PetSmart will be able to exercise control over all matters requiring approval by our stockholders, including the election of our directors and approval of significant corporate transactions. PetSmart’s controlling interest may discourage or prevent a change in control of our company that other holders of our common stock may favor. See “Risk Factors—Risks Related to Our Relationship with PetSmart.”



 

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The Offering

 

Issuer

Chewy, Inc.

 

Class A common stock we are offering

5,600,000 shares.

 

Class A common stock the selling stockholder is offering

36,000,000 shares.

 

Option to purchase additional shares of Class A common stock offered by the selling stockholder

6,240,000 shares.

 

Class A common stock to be outstanding after the offering

41,600,000 shares (or 47,840,000 shares if the underwriters’ option to purchase additional shares is exercised in full).

 

Class B common stock to be outstanding after the offering

357,000,000 shares (or 350,760,000 shares if the underwriters’ option to purchase additional shares is exercised in full).

 

Total Class A common stock and Class B common stock to be outstanding after the offering

398,600,000 shares.

 

Use of proceeds

We expect to receive approximately $90.3 million based on an assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

 

We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See the section titled “Use of Proceeds” for more information.

 

 

We will not receive any of the proceeds from the sale of our Class A common stock offered by the selling stockholder.

 

Voting rights

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. Holders of Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation that will be in effect upon completion of this offering. See the sections titled “Principal and Selling Stockholders” and “Description of Capital Stock” for additional information.



 

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Concentration of ownership

Upon completion of this offering, the holders of our outstanding Class B common stock will beneficially own approximately 90% of our outstanding shares of common stock and control approximately 99% of the voting power of our outstanding shares of common stock and our executive officers, directors and stockholders holding more than 5% of our outstanding shares of common stock, together with their affiliates, will beneficially own, in the aggregate, approximately 90% of our outstanding shares of common stock and control approximately 99% of the voting power of our outstanding shares of common stock. These ownership calculations assume no purchases of our Class A common stock by executive officers, directors and stockholders through the Directed Share Program.

 

 

We currently intend to avail ourselves of the “controlled company” exemption under the corporate governance rules of the NYSE.

 

Listing

Our Class A common stock has been approved for listing on the NYSE under the trading symbol “CHWY.”

 

Risk factors

For a discussion of risks relating to the company, our business, our industry, our relationship with PetSmart, and an investment in our Class A common stock, see “Risk Factors” and the other information set forth in this prospectus before investing in our Class A common stock.

 

Directed Share Program

At our request, the underwriters have reserved up to 2,080,000 shares of Class A common stock, or up to 5% of the shares offered hereby, for sale at the initial public offering price through a directed share program to certain individuals associated with the company, PetSmart and BC Partners, including our directors. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. Each person buying shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. The number of shares of our Class A common stock available for sale to the general public in this offering will be reduced to the extent that such individuals purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. For additional information, see the section titled “Underwriting—Directed Share Program.”

Unless otherwise indicated, this prospectus reflects and assumes the following:

 

   

the filing of our amended and restated certificate of incorporation, which will be in effect on the completion of this offering, which includes the reclassification of 100 outstanding shares of common stock into 393,000,000 shares of our Class B common stock;

 

   

the conversion of shares of our Class B common stock held by the selling stockholder into an equivalent number of shares of our Class A common stock upon the sale by the selling stockholder of such shares in this offering; and

 

   

no exercise by the underwriters of their option to purchase additional shares of Class A common stock from the selling stockholder in this offering.



 

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Unless otherwise indicated, in this prospectus the number of shares of our Class A common stock and Class B common stock to be outstanding after this offering:

 

   

is based on no shares of Class A common stock and 393,000,000 shares of Class B common stock outstanding on the date of this prospectus;

 

   

excludes 2,711,689 shares of Class A common stock issuable upon settlement of restricted stock units (“RSUs”) that will be granted in connection with this offering under our 2019 incentive award plan and will vest upon grant;

 

   

excludes 362,629 shares of Class A common stock issuable upon settlement of RSUs that will be granted in connection with this offering under our 2019 incentive award plan and will vest within one year of this offering;

 

   

excludes 21,693,634 shares of Class A common stock issuable upon settlement of unvested performance RSUs that will be granted in connection with this offering under our 2019 incentive award plan, which will be subject to service-based and the share price-based vesting conditions described in “Executive Compensation—Actions Taken in Connection with This Offering”;

 

   

excludes 7,096,913 additional shares of Class A common stock reserved for issuance under our 2019 incentive award plan; and

 

   

assumes no purchases of our Class A common stock by executive officers, directors and stockholders through the Directed Share Program.

As further described in “Executive Compensation—Actions Taken in Connection with This Offering,” in connection with the consummation of this offering we intend to grant 21,693,634 performance RSUs under our 2019 incentive award plan, which will vest based on certain time-vesting conditions and share price hurdles. Assuming the satisfaction of all time-vesting conditions and the satisfaction of the share price hurdles based on a share price of $18.00, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, 5,423,459 performance RSUs would be vested. The number of RSUs that would vest will depend on the actual stock price following this offering as well as satisfaction of the applicable time-vesting conditions.



 

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Summary Consolidated Financial and Other Data

The following tables set forth our summary consolidated financial and other data for the periods presented and at the dates indicated below. The summary consolidated statement of operations data and consolidated balance sheet data presented below as of February 3, 2019 and for the fiscal years ended December 31, 2016, January 28, 2018 and February 3, 2019 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in any future period. The following summary consolidated financial data should be read together with the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

We currently use a 52- or 53-week fiscal year, with our fiscal year ending each year on the Sunday that is closest to January 31 of that year. Each fiscal year generally consists of four 13-week fiscal quarters, with each fiscal quarter ending on the Sunday that is closest to the last day of the last month of the quarter. Throughout this prospectus, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted. In periods prior to the fiscal year ended January 28, 2018, we used a fiscal year ending December 31. Therefore, references in this prospectus to “fiscal year 2014,” “fiscal year 2015” and “fiscal year 2016” refer to the fiscal years ended December 31, 2014, 2015 and 2016, respectively. References to “fiscal year 2017” and “fiscal year 2018” refer to our fiscal years ended January 28, 2018 and February 3, 2019, respectively. Unless otherwise indicated, due to the change in our fiscal year, the transition period from January 1, 2017 to January 31, 2017 is not included in either fiscal year 2016 or fiscal year 2017. See “Selected Consolidated Financial and Other Data” and our consolidated financial statements and related notes included elsewhere in this prospectus for more information, including our audited financial information for the transition period.

 

     Fiscal Year  
(in thousands, except share and per share data)    2016     2017     2018  

Consolidated Statement of Operations Data:

  

Net sales

   $ 900,566     $ 2,104,287     $ 3,532,837  

Cost of goods sold

     750,735       1,736,737       2,818,032  
  

 

 

   

 

 

   

 

 

 

Gross profit

     149,831       367,550       714,805  

Operating expenses:

      

Selling, general and administrative

     149,581       451,673       589,507  

Advertising and marketing

     107,677       253,728       393,064  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     257,258       705,401       982,571  
  

 

 

   

 

 

   

 

 

 

Loss from operations

     (107,427     (337,851     (267,766

Interest income (expense), net

     222       (206     (124

Other income

     41       —         —    
  

 

 

   

 

 

   

 

 

 

Loss before income tax provision

     (107,164     (338,057     (267,890

Income tax provision

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (107,164   $ (338,057   $ (267,890
  

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders, basic and diluted(1)

   $ (560.19   $ (3,497.89   $ (2,678,900.00
  

 

 

   

 

 

   

 

 

 

Weighted average common shares used in computing net loss per share attributable to common stockholders, basic and diluted

     594,000       200,000       100  
  

 

 

   

 

 

   

 

 

 

Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)

       $ (0.68
      

 

 

 

Pro forma weighted average common shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)

         395,711,689  
      

 

 

 


 

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($ in thousands)    As of
February 3,
2019
 

Consolidated Balance Sheet Data:

  

Cash and cash equivalents

   $ 88,331  

Total assets

     541,622  

Total liabilities

     877,564  

Total stockholders’ deficit

     (335,942

 

     Fiscal Year  
(in thousands, except net sales per active customer and percentages)    2016     2017     2018  

Other Financial and Operating Data:

  

Net loss

   $ (107,164   $ (338,057   $ (267,890

Adjusted EBITDA(2)

   $ (97,114   $ (251,247   $ (228,905

Adjusted EBITDA margin(2)

     (10.8 %)      (11.9 %)      (6.5 %) 

Net cash provided by (used in) operating activities

   $ 7,252     $ (79,747   $ (13,415

Free cash flow(2)

   $ (15,020   $ (120,029   $ (57,575

Active customers(3)

     3,034       6,789       10,585  

Net sales per active customer(3)

   $ 297     $ 310     $ 334  

Autoship customer sales(3)

   $ 565,215     $ 1,294,899     $ 2,322,480  

Autoship customer sales as a percentage of net sales(3)

     62.8     61.5     65.7

 

(1)

Based on no shares of Class A common stock and 393.0 million shares of Class B common stock outstanding as of the date of this prospectus and 2,711,689 RSUs which will be fully vested upon consummation of this offering. See Note 1 and Note 11 in our consolidated financial statements included elsewhere in this prospectus for a description of how we compute pro forma basic and diluted net loss per share attributable to common stockholders and basic and diluted net loss per share attributable to common stockholders, respectively.

(2)

Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures. See “Selected Consolidated Financial and Other Data” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

(3)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Data” for information on how we define and calculate these key operating metrics.



 

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our consolidated financial statements and related notes appearing at the end of this prospectus, before making an investment decision. The risks described below are not the only risks that we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations. In such case, the trading price of our Class A common stock could decline and you may lose all or part of your original investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Our Industry

Our recent growth rates may not be sustainable or indicative of our future growth.

We have experienced significant growth in recent periods. Net sales increased from $901 million in fiscal year 2016 to $3.5 billion in fiscal year 2018. This rate of growth may not be sustainable or indicative of our future rate of growth. We believe that our continued growth in net sales will depend upon, among other factors, our ability to:

 

   

acquire new customers who purchase products from us at the same rate and of the same type as our existing customer base;

 

   

retain our customers and have them continue to purchase products from us at rates and in a manner consistent with their prior purchasing behavior;

 

   

encourage customers to expand the categories of products they purchase from us, leading to increased net sales per active customer;

 

   

increase the number of customers that use our Autoship subscription program;

 

   

attract new vendors to supply quality products that we can offer to our customers at attractive prices;

 

   

retain our existing vendors and have them supply additional quality products that we can offer to our customers at attractive prices;

 

   

expand our private brand product offering, including the launch of new brands and expansion into new offerings;

 

   

increase the awareness of our brand;

 

   

provide our customers and vendors with a superior experience;

 

   

develop new features to enhance the consumer experience on our website and our mobile and tablet applications;

 

   

respond to changes in consumer access to and use of the Internet and mobile devices;

 

   

react to challenges from existing and new competitors;

 

   

develop a scalable, high-performance technology and fulfillment infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and the sale of new products and services;

 

   

fulfill and deliver orders in a timely way and in accordance with customer expectations, which may change over time;

 

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respond to macroeconomic trends;

 

   

hire, integrate and retain talented personnel;

 

   

leverage our technological and operational efficiencies;

 

   

invest in the infrastructure underlying our website and other operational systems, including with respect to data protection and cybersecurity; and

 

   

expand into new offerings or new lines of business in which we do not have prior, or sufficient, operating experience, including sustaining continued expansion of Chewy Pharmacy or our pet healthcare category more generally.

Our ability to improve margins and achieve profitability will also depend on the factors described above. We cannot provide assurance that we will be able to successfully manage any of the foregoing challenges to our future growth. In addition, our customer base may not continue to grow or may decline as a result of the risks to our business set forth in this section, including increased competition and the maturation of our business. Any of these factors could cause our net sales growth to decline and may adversely affect our margins and profitability. Failure to continue our net sales growth or improve margins could have a material adverse effect on our business, financial condition, and results of operations. You should not rely on our historical rate of net sales growth as an indication of our future performance.

If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net sales, improve margins and achieve profitability.

Our success depends on our ability to acquire and retain new customers and to do so in a cost-effective manner. We must continue to acquire customers in order to increase net sales, improve margins, and achieve profitability. In order to expand our customer base, we must appeal to, and acquire, customers who have historically purchased their pet food and other pet products from other retailers such as traditional brick and mortar retailers, the websites of our competitors, or our suppliers’ own websites. We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. We cannot assure you that the net sales from the new customers we acquire will ultimately exceed the cost of acquiring those customers. If we fail to deliver a quality shopping experience, or if consumers do not perceive the products we offer to be of high value and quality, we may be unable to acquire or retain customers. If we are unable to acquire or retain customers who purchase products in volumes sufficient to grow our business, we may be unable to generate the scale necessary to achieve operational efficiency and drive beneficial network effects with our suppliers. Consequently, our prices may increase, or may not decrease to levels sufficient to generate customer interest, our net sales may decrease and our margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

We believe that many of our new customers originate from word-of-mouth and other non-paid referrals from our customers. Therefore, we must ensure that our customers remain loyal to us in order to continue receiving those referrals. If our efforts to satisfy our customers are not successful, we may be unable to acquire new customers in sufficient numbers to continue to grow our business, and we may be required to incur significantly higher marketing expenses in order to acquire new customers.

We also use paid and non-paid advertising. Our paid advertising includes search engine marketing, direct mail, display, television, radio and magazine advertising, paid social media and product placement. Our non-paid advertising efforts include search engine optimization, non-paid social media and e-mail marketing. We drive a significant amount of traffic to our website via search engines and, therefore, rely on search engines. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our website can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing

 

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our website to place lower in search query results. A major search engine could change its algorithms in a manner that negatively affects our paid or non-paid search ranking and competitive dynamics could impact the effectiveness of search engine marketing or search engine optimization. We also drive a significant amount of traffic to our website via social networking or other e-commerce channels used by our current and prospective customers. As social networking and e-commerce channels continue to rapidly evolve, we may be unable to develop or maintain a presence within these channels. If we are unable to cost-effectively drive traffic to our website, our ability to acquire new customers and our financial condition would be materially and adversely affected. Additionally, if we fail to increase our net sales per active customer, generate repeat purchases or maintain high levels of customer engagement, our business, financial condition, and results of operations could be materially and adversely affected.

If we fail to manage our growth effectively, our business, financial condition, and results of operations could be materially and adversely affected.

To manage our growth effectively, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems and expand, train and manage our employee base. We have rapidly increased employee headcount since our inception to support the growth in our business. To support our continued growth, we must effectively integrate, develop and motivate a large number of new employees. We face significant competition for personnel, including in the Dania Beach, Florida and Boston, Massachusetts areas, where our co-headquarters are located, and certain other areas in which we have operations. Failure to manage our hiring needs effectively or successfully integrate our new hires may have a material adverse effect on our business, financial condition, and results of operations.

Additionally, the growth of our business places significant demands on our management and other employees. We are required to manage relationships with a growing number of suppliers, customers and other third parties. Our information technology systems and our internal controls and procedures may not be adequate to support future growth of our customer or supplier base. If we are unable to manage the growth of our organization effectively, our business, financial condition, and results of operations may be materially and adversely affected.

The growth of our business depends on our ability to accurately predict consumer trends, successfully introduce new products, improve existing products, and expand into new offerings.

Our growth depends, in part, on our ability to successfully introduce new products, including our private brand products, and improve and reposition our existing products to meet the requirements of our customers and the needs of their pets. It also depends on our ability to expand our offering. This, in turn, depends on our ability to predict and respond to evolving consumer trends, demands and preferences. The development and introduction of innovative new products and expansion into new offerings involves considerable costs. In addition, it may be difficult to establish new supplier relationships and determine appropriate product selection when developing a new product or offering. Any new product or offering may not generate sufficient customer interest and sales to become a profitable product or to cover the costs of its development and promotion and, as a result, may reduce our operating income. In addition, any such unsuccessful effort may adversely affect our brand and reputation. If we are unable to anticipate, identify, develop or market products, or any new offering, that respond to changes in requirements and preferences, or if our new product introductions, repositioned products, or new offerings fail to gain consumer acceptance, we may be unable to grow our business as anticipated, our sales may decline and our margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

In addition, while we plan to continue to invest in the development of our business, including in the expansion of our offering of private brand products, we may be unable to maintain or expand sales of our private brand products for a number of reasons, including the loss of key suppliers and product recalls. Our private brand products on average provide us with higher gross margins than the comparable third-party brand products that we

 

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sell. Accordingly, our inability to sustain the growth and sales of our private brand offerings may materially and adversely affect our projected growth rates, business, financial condition, and results of operations.

We have a history of losses and expect to generate operating losses as we continue to expand our business.

We have a history of losses and have accumulated $1.6 billion in stockholders’ deficit since our inception through February 3, 2019. We expect our operating losses to continue in the near-term as we increase investment in our business. Furthermore, it is difficult for us to predict our future results of operations. As a result, our losses may be larger than anticipated and we may never achieve profitability. We expect our operating expenses to increase over the next several years as we increase our advertising, launch new fulfillment centers, expand our offerings, hire additional personnel and continue to develop features on our website and mobile applications. In particular, we intend to continue to invest substantial resources in marketing to acquire new customers. In addition, as we grow as a newly public company, we expect to incur certain legal, accounting and other expenses that we did not previously incur as a subsidiary of a private company. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring new customers, our financial condition and stock price could be materially and adversely affected.

We may be unable to accurately forecast net sales and appropriately plan our expenses in the future.

Net sales and results of operations are difficult to forecast because they generally depend on the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of net sales and gross margins. We cannot be sure the same growth rates, trends, and other key performance metrics are meaningful predictors of future growth. If our assumptions prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate lower net sales per active customer than anticipated, either of which could have a negative impact on our business, financial condition, and results of operations.

Our estimate of the size of our addressable market may prove to be inaccurate.

Data for retail sales of pet products is collected for most, but not all channels, and as a result, it is difficult to estimate the size of the market and predict the rate at which the market for our products will grow, if at all. While our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

Competition in the pet products and services retail industry, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business.

The pet products and services retail industry is very competitive. We compete with pet product retail stores, supermarkets, warehouse clubs and other mass and general retail and online merchandisers, including e-tailers, many of which are larger than us and have significantly greater capital resources than we do. We also compete with a number of specialty pet supply stores and independent pet stores, catalog retailers and other specialty e-tailers. The pet products and services retail industry has become increasingly competitive due to the expansion of pet-related product offerings by certain supermarkets, warehouse clubs, and other mass and general retail and online merchandisers and the entrance of other specialty retailers into the pet food and pet supply market. For example, General Mills, one of the largest mass market consumer goods companies, acquired Blue Buffalo in April 2018, signaling a shift toward the food, drug, and mass channel and away from specialty pet supply stores. In addition, in May 2018 Amazon launched its own pet products brand and announced its intention to continue to expand its online offering of pet supplies.

 

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We face significant competition from these and other retailers. Any changes in their merchandising and operational strategies could impact our sales and profitability. In particular, if specialty pet stores, supermarkets, warehouse clubs, or other mass and general retail and online merchandise competitors seek to gain or retain market share by reducing prices, we would likely be forced to reduce our prices on similar product offerings in order to remain competitive, which may result in a decrease in our market share, net sales and profitability and may require a change in our operating strategies.

We also have been able to compete successfully by differentiating ourselves from our competitors by providing a large selection of high-quality pet food, treats and supplies, competitive pricing, convenience and exceptional customer service. If changes in consumer preferences decrease the competitive advantage attributable to these factors, or if we fail to otherwise positively differentiate our product offering or customer experience from our competitors, our business, financial condition, and results of operations could be materially and adversely affected. In particular, a key component of our business strategy is to rely on our reputation for exceptional customer service. This is done, in part, by recruiting, hiring, training, and retaining employees who share our core values of delivering superior service to our customers and caring about pet parents and their needs. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business, financial condition, and results of operations may be materially and adversely affected. In addition, if we are unable to maintain our current levels of customer service and our reputation for customer service as we grow or otherwise, our net sales may not continue to grow or may decline, and our business, financial condition, and results of operations may be materially and adversely affected.

Many of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to derive greater net sales and profits from their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies (including but not limited to predatory pricing policies and the provision of substantial discounts), which may allow them to build larger customer bases or generate net sales from their customer bases more effectively than we do.

We also compete directly and indirectly with veterinarians for the sale of pet medications and other pet health products. Veterinarians hold a competitive advantage over us because many pet parents may find it more convenient or preferable to purchase these products directly from their veterinarians at the time of an office visit. We also compete directly and indirectly with both online and traditional pet pharmacies. Both online and traditional pet pharmacies may hold a competitive advantage over us because of longer operating histories, established brand names, greater resources, and/or an established customer base. Online pet pharmacies may have a competitive advantage over us because of established affiliate relationships that drive traffic to their website. Traditional pet pharmacies may hold a competitive advantage over us because pet parents may prefer to purchase these products from a store instead of online or through catalog or telephone methods. In addition, we face growing competition from online and multichannel pet pharmacies, some of whom may have a lower cost structure than ours, as customers now routinely use computers, tablets, smartphones, and other mobile devices and mobile applications to shop online and compare prices and products in real time. In order to effectively compete in the future, we may be required to offer promotions and other incentives, which may result in lower operating margins and in turn adversely affect our results of operations. We also face a significant challenge from our competitors forming alliances with each other, such as those between online and traditional pet pharmacies. These relationships may enable both their retail and online stores to negotiate better pricing and better terms from suppliers by aggregating the demand for products and negotiating volume discounts, which could be a competitive disadvantage to us.

 

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We expect competition in the pet products and services retail industry, in particular Internet-based competition, generally to continue to increase. We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

 

   

the size and composition of our customer base;

 

   

the number of suppliers and products that we feature on our website;

 

   

the quality and responsiveness of customer service;

 

   

our selling and marketing efforts;

 

   

the quality, price and reliability of the products that we offer;

 

   

the convenience of the shopping experience that we provide;

 

   

our ability to distribute our products and manage our operations; and

 

   

our reputation and brand strength.

If we fail to compete successfully in this market, our business, financial condition, and results of operations could be materially and adversely affected.

We may be unable to source additional, or strengthen our existing relationships with, suppliers. In addition, the loss of any of our key suppliers would negatively impact our business.

In order to attract quality suppliers, we must:

 

   

demonstrate our ability to help our suppliers increase their sales;

 

   

offer suppliers a high quality, cost-effective fulfillment process; and

 

   

continue to provide suppliers a dynamic and real-time view of our demand and inventory needs.

If we are unable to provide our suppliers with a compelling return on investment and an ability to increase their sales, we may be unable to maintain and/or expand our supplier network, which would negatively impact our business.

We purchase significant amounts of products from a number of suppliers with limited supply capabilities. There can be no assurance that our current suppliers will be able to accommodate our anticipated growth or continue to supply current quantities at preferential prices. An inability of our existing suppliers to provide products in a timely or cost-effective manner could impair our growth and materially and adversely affect our business, financial condition, and results of operations. We generally do not maintain long-term supply contracts with any of our pet product suppliers and any of our pet product suppliers could discontinue selling to us at any time. The loss of any of our significant suppliers or the discontinuance of any preferential pricing or incentives they currently offer to us would have a negative impact on our business, financial condition, and results of operations. In addition, in our experience, it is challenging to persuade pet food buyers to switch to a different product, which could make it difficult to retain certain customers if we lose a pet food supplier, thereby exacerbating the negative impact of such loss on our business, financial condition, and results of operations.

We continually seek to expand our base of suppliers and to identify new pet products. If we are unable to identify or enter into distribution relationships with new suppliers or to replace the loss of any of our existing suppliers, we may experience a competitive disadvantage, our business may be disrupted and our business, financial condition, and results of operations may be adversely affected.

Most of the premium pet food brands that we purchase are not widely carried in supermarkets, warehouse clubs or mass merchants. If any premium pet food manufacturers were to make premium pet food products

 

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widely available in supermarkets or through mass merchants, or if the premium brands currently available to supermarkets and mass merchants were to increase their market share at the expense of the premium brands sold only through specialty pet food and supplies retailers, our ability to attract and retain customers and our competitive position may suffer. Furthermore, if supermarkets, warehouse clubs or mass merchants begin offering any of these premium pet food brands at lower prices, our sales and gross margin could be adversely affected.

In addition, several of the pet food brands we currently purchase and offer for sale to our customers are not offered by our closest specialty pet retailer competitors. However, we have not entered into formal exclusivity agreements with the suppliers for such brands. In the event these suppliers choose to enter into distribution arrangements with other specialty pet retailers or other competitors our sales could suffer and our business could be adversely affected.

Our principal suppliers currently provide us with certain incentives such as volume purchasing, trade discounts, cooperative advertising and market development funds. A reduction or discontinuance of these incentives would increase our costs and could reduce our profitability. Similarly, if one or more of our suppliers were to offer these incentives, including preferential pricing, to our competitors, our competitive advantage would be reduced, which could materially and adversely affect our business, financial condition, and results of operations.

Shipping is a critical part of our business and any changes in, or disruptions to, our shipping arrangements could adversely affect our business, financial condition, and results of operations.

We currently rely on third-party national and regional logistics providers to deliver the products we offer on our website and mobile applications. If we are not able to negotiate acceptable pricing and other terms with these providers, or if these providers experience performance problems or other difficulties in processing our orders or delivering our products to customers, it could negatively impact our results of operations and our customers’ experience. For example, changes to the terms of our shipping arrangements may adversely impact our margins and profitability. In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by factors beyond our and these providers’ control, including inclement weather, fire, flood, power loss, earthquakes, acts of war or terrorism or other events specifically impacting our or other shipping partners, such as labor disputes, financial difficulties, system failures and other disruptions to the operations of the shipping companies on which we rely. We are also subject to risks of damage or loss during delivery by our shipping vendors. If the products ordered by our customers are not delivered in a timely fashion or are damaged or lost during the delivery process, our customers could become dissatisfied and cease buying products through our website and mobile applications, which would adversely affect our business, financial condition, and results of operations.

If we do not successfully optimize, operate and manage the expansion of the capacity of our fulfillment centers, our business, financial condition, and results of operations could be harmed.

If we do not optimize and operate our fulfillment centers successfully and efficiently, it could result in excess or insufficient fulfillment capacity, an increase in costs or impairment charges or harm our business in other ways. In addition, if we do not have sufficient fulfillment capacity or experience a problem fulfilling orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers.

We have designed and built our own fulfillment center infrastructure, including customizing third-party inventory and package handling software systems, which is tailored to meet the specific needs of our business. If we continue to add fulfillment and warehouse capabilities, add new businesses or categories with different fulfillment requirements or change the mix in products that we sell, our fulfillment network will become increasingly complex and operating it will become more challenging. Failure to successfully address such

 

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challenges in a cost-effective and timely manner could impair our ability to timely deliver our customers’ purchases and could harm our reputation and ultimately, our business, financial condition, and results of operations.

We anticipate the need to add additional fulfillment center capacity as our business continues to grow. The expansion of our fulfillment center capacity will put pressure on our managerial, financial, operational and other resources. We cannot assure you that we will be able to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans, nor can we assure you that we will be able to recruit qualified managerial and operational personnel to support our expansion plans. If we are unable to secure new facilities for the expansion of our fulfillment operations, recruit qualified personnel to support any such facilities, or effectively control expansion-related expenses, our business, financial condition, and results of operations could be materially and adversely affected. If we grow faster than we anticipate, we may exceed our fulfillment center capacity sooner than we anticipate, we may experience problems fulfilling orders in a timely manner or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers, and we would need to increase our capital expenditures more than anticipated and in a shorter timeframe than we currently anticipate. Many of the expenses and investments with respect to our fulfillment centers are fixed, and any expansion of such fulfillment centers will require additional investment of capital. We expect to incur higher capital expenditures in the future for our fulfillment center operations as our business continues to grow. We would incur such expenses and make such investments in advance of expected sales, and such expected sales may not occur. Any of these factors could materially and adversely affect our business, financial condition, and results of operations.

Our business may be adversely affected if we are unable to provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology.

The number of people who access the Internet through devices other than personal computers, including mobile phones, handheld computers such as notebooks and tablets, video game consoles and television set-top devices, has increased dramatically in recent years. The versions of our website and mobile applications developed for these devices may not be compelling to consumers. Our website and platform are also currently not compatible with voice-enabled products. Adapting our services and/or infrastructure to these devices as well as other new Internet, networking or telecommunications technologies could be time-consuming and could require us to incur substantial expenditures, which could adversely affect our business, financial condition, and results of operations.

Additionally, as new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in developing applications for alternative devices and platforms and we may need to devote significant resources to the creation, support and maintenance of such applications. If we are unable to attract consumers to our website or mobile applications through these devices or are slow to develop a version of our website or mobile applications that is more compatible with alternative devices, we may fail to capture a significant share of consumers in the pet food and accessory market and could also lose customers, which could materially and adversely affect our business, financial condition, and results of operations.

Further, we continually upgrade existing technologies and business applications and we may be required to implement new technologies or business applications in the future. The implementation of upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure. In the event that it is more difficult for our customers to buy products from us on their mobile devices, or if our customers choose not to buy products from us on their mobile devices or to use mobile products that do not offer access to our website, we could lose customers and fail to attract new customers. As a result, our customer growth could be harmed and our business, financial condition, and results of operations may be materially and adversely affected.

 

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We are subject to risks related to online payment methods.

We currently accept credit and debit card payments for purchases through our website and mobile applications. As a result, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.

Furthermore, as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve costs above what we currently pay for compliance. In the future, as we offer new payment options to consumers, including by way of integrating emerging mobile and other payment methods, we may be subject to additional regulations, compliance requirements and fraud. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card payments from consumers or facilitate other types of online payments. If any of these events were to occur, our business, financial condition, and results of operations could be materially and adversely affected. We occasionally receive orders placed with fraudulent data. Under current credit and debit card practices, we may be liable for fraudulent transactions. As a result, we may suffer losses as a result of orders placed with fraudulent data even if the associated financial institution approved payment of the orders. If we are unable to detect or control credit and debit card fraud, our liability for these transactions could harm our business, financial condition, and results of operations.

Our business depends on network and mobile infrastructure, our third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers.

A key element of our strategy is to generate a high volume of traffic on, and use of, our website and mobile applications. Our reputation and ability to acquire, retain and serve our customers are dependent upon the reliable performance of our website and mobile applications and the underlying network infrastructure. As our customer base and the amount of information shared on our website and mobile applications continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure to handle the traffic on our website and mobile applications. The operation of these systems is complex and could result in operational failures. In the event that the volume of traffic of our customers exceeds the capacity of our current network infrastructure or in the event that our customer base or the amount of traffic on our website and mobile applications grows more quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our website and mobile applications and prevent our customers from accessing our website and mobile applications. If sustained or repeated, these performance issues could reduce the attractiveness of our products and services. In addition, the costs and complexities involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequately meeting the demand placed on our systems. Any web or mobile platform interruption or inadequacy that causes performance issues or interruptions in the availability of our website or mobile applications could reduce consumer satisfaction and result in a reduction in the number of consumers using our products and services.

We depend on the development and maintenance of the Internet and mobile infrastructure. This includes maintenance of reliable Internet and mobile infrastructure with the necessary speed, data capacity and security, as

 

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well as timely development of complementary products, for providing reliable Internet and mobile access. Our business, financial condition, and results of operations could be materially and adversely affected if for any reason the reliability of our Internet and mobile infrastructure is compromised.

We currently rely upon third-party data storage providers, including cloud storage solution providers, including Amazon Web Services. Nearly all of our data storage and analytics are conducted on, and the data and content we create associated with sales on our website and mobile applications are processed through, servers hosted by these providers. We also rely on e-mail service providers, bandwidth providers, Internet service providers and mobile networks to deliver e-mail and “push” communications to customers and to allow customers to access our website.

Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers could result in interruptions to the availability or functionality of our website and mobile applications. As a result, we could lose customer data and miss order fulfillment deadlines, which could result in decreased sales, increased overhead costs, excess inventory and product shortages. If for any reason our arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect our business, financial condition, and results of operations. We exercise little control over these providers, which increases our vulnerability to problems with the services they provide. We could experience additional expense in arranging for new facilities, technology, services and support. In addition, the failure of our third-party data centers or any other third-party providers to meet our capacity requirements could result in interruption in the availability or functionality of our website and mobile applications.

The satisfactory performance, reliability and availability of our website, mobile applications, transaction processing systems and technology infrastructure are critical to our reputation and our ability to acquire and retain customers, as well as to maintain adequate customer service levels. Our net sales depend on the number of visitors who shop on our website and mobile applications and the volume of orders that we can handle. Unavailability of our website or of our mobile applications or reduced order fulfillment performance would reduce the volume of goods sold and could also materially and adversely affect consumer perception of our brand. Any slowdown or failure of our website, mobile applications or the underlying technology infrastructure could harm our business, reputation and our ability to acquire, retain and serve our customers.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our website and mobile applications. Cloud computing, in particular, is dependent upon having access to an Internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. While we have some limited disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur to our business, our operations could be impaired and our business, financial condition, and results of operations may be materially and adversely affected.

Our reliance on software-as-a-service (“SaaS”) technologies from third parties may adversely affect our business and results of operations.

We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services, customer relationship management services, supply chain services and data storage services. If these services become unavailable due to extended outages or interruptions or because

 

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they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing sales of our offerings and supporting our customers could be impaired, our ability to communicate with our suppliers could be weakened and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could harm our business, financial condition, and results of operations.

Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations.

As a result of our services being web based, we collect, process, transmit and store large amounts of data about our customers, suppliers and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers for a variety of reasons, including storing, processing and transmitting proprietary, personal and confidential information on our behalf. While we rely on tokenization solutions licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers, advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect this data from being breached or compromised. Similarly, our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems or those of our third-party service providers. Distributed denial-of-service (“DDoS”) attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other cybersecurity incidents and similar disruptions that may jeopardize the security of information stored in or transmitted by our website, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems, may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and our service providers may not anticipate or prevent all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, cybersecurity incidents can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches of our security measures or those of our third-party service providers or any cybersecurity incident could result in unauthorized access to our website, networks and systems; unauthorized access to and misappropriation of consumer information, including consumers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our website, networks or systems; deletion or modification of content or the display of unauthorized content on our website; interruption, disruption or malfunction of operations; costs relating to cybersecurity incident remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these cybersecurity incidents occur, or there is a public perception that we, or our third-party service providers, have suffered such a breach, our reputation and brand could also be damaged and we could be required to expend significant capital and other resources to alleviate problems caused by such cybersecurity incidents. As a consequence, our business could be materially and adversely affected and we could also be exposed to litigation and regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have an material adverse effect on our business, financial condition, and results of operations. This is more so since governmental authorities throughout the U.S. and around the world are devoting more attention to data privacy and security issues.

 

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While we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Additionally, even though we continue to devote significant resources to monitor and update our systems and implement information security measures to protect our systems, there can be no assurance that any controls and procedures we have in place will be sufficient to protect us from future cybersecurity incidents. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. As a result, we may face interruptions to our systems, reputational damage, claims under privacy and data protection laws and regulations, customer dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our business, financial condition, and results of operations.

We depend on our relationships with other third parties and system failures or other disruptions in the operations of these parties could adversely impact our business, financial condition, and results of operations.

We use and rely on services from other third parties, such as our telecommunications services and credit card processors, and those services may be subject to outages and interruptions that are not within our control. Failures by our telecommunications providers may interrupt our ability to provide phone support to our customers and DDoS attacks directed at our telecommunication service providers could prevent customers from accessing our website. In addition, we have in the past and may in the future experience down periods where our third-party credit card processors are unable to process the online payments of our customers, disrupting our ability to receive customer orders. Disruptions to our customer support, website and credit card processing services could lead to customer dissatisfaction, which would adversely affect our business, financial condition, and results of operations.

We outsource the manufacturing of our private brand products and, as a result, any issues relating to the manufacturing of such products or claims arising from any injury or illness allegedly caused by our products could adversely affect our results of operations.

We outsource the manufacturing of our private brand products. As a result, our private brand business may be adversely affected by a variety of factors including, but not limited to, fluctuations in the cost and availability of raw materials, complications relating to the manufacturing process and the failure of our outsourcing partners to maintain an adequate quality-control system. Many of these factors are subject to circumstances that are beyond our control, such as the supply and demand of commodities, weather and agricultural conditions, governmental regulations and the ability to hire a sufficient number of qualified personnel. In addition, our products may be exposed to product recalls, including voluntary recalls or withdrawals, if they are alleged to cause or pose a risk of injury or illness or if they are alleged to have been mislabeled, misbranded or adulterated or to otherwise be in violation of governmental regulations. We may also voluntarily recall or withdraw products that we consider do not meet our standards, whether for palatability, appearance or otherwise, in order to protect our brand and reputation. Furthermore, we also may be subject to product liability claims if the consumption or use of our products is alleged to cause injury or illness. While we carry product liability insurance, our insurance may not be adequate to cover all liabilities we may incur in connection with product liability claims. For example, punitive damages are generally not covered by insurance. In addition, we may be unable to continue to maintain our existing insurance, obtain comparable insurance at a reasonable cost, if at all, or secure additional coverage, which may result in future product liability claims being uninsured. Any of these factors could negatively impact our private brand business and, consequently, adversely affect our results of operations.

Risks associated with our suppliers and our outsourcing partners, many of which are located outside of the U.S., could materially and adversely affect our business, financial condition, and results of operations.

We depend on a number of suppliers and our outsourcing partners to provide our customers with a wide range of products in a timely and efficient manner. Political and economic instability, the financial stability of

 

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our suppliers and outsourcing partners, their ability to meet our standards, labor problems, the availability and prices of raw materials, merchandise quality issues, currency exchange rates, transport availability and cost, transport security, and inflation, among other factors, are beyond our control and may materially and adversely affect our suppliers and outsourcing partners and, in turn, our business, financial condition, and results of operations.

In addition, the manufacturing and assembly of our private brand products is performed by outsourcing partners, a significant portion of which are located in Asia. If we are unable to maintain our relationships with our existing outsourcing partners or cannot identify or enter into relationships with new outsourcing partners to meet the manufacturing and assembly needs of our private brand business, our private brand business may be disrupted and our business, financial condition, and results of operations may be materially and adversely affected. Manufacturing in these locations or transit to final destinations may be disrupted for a variety of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial disputes, trade restrictions, military actions or economic, business, labor, environmental, public and worker health and safety and political issues. These issues may also affect our suppliers based in the United States who have products that are currently manufactured in foreign jurisdictions. Moreover, certain policies and statements of the President of the United States and senior administration officials have given rise to uncertainty regarding the future of international trade agreements and the United States’ position on international trade. It remains unclear what additional actions, if any, the current U.S. administration will take with respect to trade relationships, and additional trade restrictions, including tariffs, quotas, embargoes, safeguards and customs restrictions, could increase the cost or reduce the supply of products available to us and to our suppliers based in the U.S. and may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of operations. Any event causing a disruption or delay of imports from suppliers with international manufacturing operations, or from our overseas outsourcing partners, including the imposition of additional import restrictions or increased tariffs or quotas, could increase the cost or reduce the supply of products available to our customers, which could materially and adversely affect our business, financial condition, and results of operations.

We are subject to extensive governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcements, recalls, and other adverse actions.

We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public and worker health and safety, natural resources and the environment. Our operations, including our outsourced private brand manufacturing partners, are subject to regulation by the Occupational Safety and Health Administration (“OSHA”), the Food and Drug Administration (the “FDA”), the Department of Agriculture (the “USDA”) and by various other federal, state, local and foreign authorities regarding the processing, packaging, storage, distribution, advertising, labeling and export of our products, including food safety standards. In addition, we and our outsourced private brand manufacturing partners are subject to additional regulatory requirements, including environmental, health and safety laws and regulations administered by the U.S. Environmental Protection Agency, state, local and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous materials and wastes, and public and worker health and safety. Complying with government laws and regulations can be costly or may otherwise adversely affect our business. Our business is also affected by import and export controls and similar laws and regulations, both in the United States and elsewhere. Issues such as national security or health and safety, which may slow or otherwise restrict imports or exports, may adversely affect our business. Violations of or liability under any of these laws and regulations may result in administrative, civil or criminal fines, penalties or sanctions against us, revocation or modification of applicable permits, licenses or authorizations, environmental, health and safety investigations or remedial activities, voluntary or involuntary product recalls, warning or untitled letters or cease and desist orders against operations that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and

 

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may become more so in the future, and we may incur (directly, or indirectly through our outsourced private brand manufacturing partners) material costs to comply with current or future laws and regulations or in any required product recalls. Liabilities under, and/or costs of compliance, and the impacts on us of any non-compliance, with any such laws and regulations could materially and adversely affect our business, financial condition, and results of operations. In addition, changes in the laws and regulations to which we are subject could impose significant limitations and require changes to our business, which may increase our compliance expenses, make our business more costly and less efficient to conduct, and compromise our growth strategy.

Among other regulatory requirements, the FDA reviews the inclusion of specific claims in pet food labeling. For example, pet food products that are labeled or marketed with claims that may suggest that they are intended to treat or prevent disease in pets would potentially meet the statutory definitions of both a food and a drug. The FDA recently issued guidance containing a list of specific factors it will consider in determining whether to initiate enforcement action against such products if they do not comply with the regulatory requirements applicable to drugs. These factors include, among other things, whether the product is only made available through or under the direction of a veterinarian and does not present a known safety risk when used as labeled. While we believe that we market our products in compliance with the policy articulated in FDA’s guidance and in other claim-specific guidance, the FDA may disagree or may classify some of our products differently than we do, and may impose more stringent regulations which could lead to alleged regulatory violations, enforcement actions and product recalls. In addition, we may produce new products in the future that may be subject to FDA pre-market review before we can market and sell such products.

Currently, many states in the United States have adopted the Association of American Feed Control Officials definition of the term “natural” with respect to the pet food industry, which means no synthetic additives or synthetic processing except vitamins, minerals or certain trace nutrients, and only ingredients that are derived solely from plant, animal or mined sources. Certain of our pet food products use the term “natural” in their labelling or marketing materials. As a result, we may incur material costs to comply with any new labeling requirements relating to the term “natural” and could be subject to liabilities if we fail to timely comply with such requirements, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition to enforcement actions initiated by government agencies, there has been an increasing tendency in the United States among pharmaceutical companies to resort to the courts and industry and self-regulatory bodies to challenge comparative prescription drug advertising on the grounds that the advertising is false and deceptive. Through the years, there has been a continuing expansion of specific rules, prohibitions, media restrictions, labeling disclosures, and warning requirements with respect to the advertising for certain products.

These developments, depending on the outcome, could have a material adverse effect on our reputation, business, financial condition, and results of operations.

We may inadvertently fail to comply with various state or federal regulations covering the dispensing of prescription pet medications which may subject us to reprimands, sanctions, probations, fines, suspensions, or the loss of one or more of our pharmacy licenses.

The sale and delivery of prescription pet medications is generally governed by state laws and state regulations, and with respect to controlled substances, also by federal law. Each prescription pet medication sale we make is likely also to be covered by the laws of the state where the customer is located. The laws and regulations relating to the sale and delivery of prescription pet medications vary from state to state, but generally require that prescription pet medications be dispensed with the authorization from a prescribing veterinarian. If we are unable to maintain the licenses granted by relevant state authorities in connection with our pharmacy business, or if we become subject to actions by the FDA, or other enforcement regulators, our dispensing of prescription medications to pet parents could cease, which could have a material adverse effect on our business, financial condition, and results of operations.

 

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Failure to comply with federal and state laws and regulations relating to privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection, advertising and consumer protection, could adversely affect our business, financial condition, and results of operations.

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we are subject to various laws and regulations that govern such marketing and advertising practices. A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data, particularly in the context of online advertising which we rely upon to attract new customers.

Laws and regulations relating to privacy, data protection, marketing and advertising, and consumer protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities, customers, suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets. Any such claims, proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of customers and suppliers and result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. The U.S. government has enacted, has considered or is considering legislation or regulations that could significantly restrict the ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new customers on cost-effective terms and consequently, materially and adversely affect our business, financial condition, and results of operations.

In addition, various federal and state legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection, and advertising. For example, in June, 2018 the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which will come into effect on January 1, 2020. The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. Each of these privacy,

 

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security, and data protection laws and regulations, and any other such changes or new laws or regulations, could impose significant limitations, require changes to our business, or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively, which, in turn, could adversely affect our business, financial condition, and results of operations.

Food safety, quality, and health concerns could affect our business.

We could be adversely affected if consumers lose confidence in the safety and quality of our vendor-supplied and private brand food products and hardgood products. All of our suppliers are required to comply with applicable product safety laws and we are dependent upon them to ensure such compliance. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying the products we offer, or cause supplier production and delivery disruptions. The real or perceived sale of contaminated food products by us could result in product liability claims against our suppliers or us, expose us or our suppliers to governmental enforcement action or private litigation, or lead to costly recalls and a loss of consumer confidence, any of which could have an adverse effect on our business, financial condition, and results of operations. While we carry product liability insurance, our insurance may not be adequate to cover all liabilities we may incur in connection with product liability claims. For example, punitive damages are generally not covered by insurance. In addition, we may be unable to continue to maintain our existing insurance, obtain comparable insurance at a reasonable cost, if at all, or secure additional coverage, which may result in future product liability claims being uninsured.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business, financial condition, and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet, e-commerce or mobile commerce, which could in turn adversely affect our growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer protection and Internet neutrality. It is not clear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the Internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business and proceedings or actions against us by governmental entities, customers, suppliers or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our website and mobile applications by consumers and suppliers and may result in the imposition of monetary liabilities. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations. As a result, adverse developments with respect to these laws and regulations could substantially harm our business, financial condition, and results of operations.

 

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If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may be unable to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

We have been a private company since our inception and, as such, we have not had the internal control and financial reporting requirements that are required of a publicly-traded company. We are required to comply with the requirements of The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), following the date we are deemed to be an “accelerated filer” or a “large accelerated filer,” each as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which could be as early as our first fiscal year beginning after the effective date of this offering. The Sarbanes-Oxley Act requires that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation, document our controls and perform testing of our key control over financial reporting to allow management and our independent public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and stock exchange rules promulgated in response to the Sarbanes-Oxley Act. The requirements of these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required, and management’s attention may be diverted from other business concerns. These rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors. Additionally, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Furthermore, because we have not operated as a company with equity listed on a national securities exchange in the past, we might not be successful in implementing these requirements. The increased costs of compliance with public company reporting requirements and our potential failure to satisfy these requirements could have a material adverse effect on our operations, business, financial condition or results of operations.

Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our website and mobile applications and our financial results.

On June 21, 2018, the Supreme Court of the United States overturned a prior decision under which e-tailers had not been required to collect sales tax unless they had a physical presence in the buyer’s state. As a result, a state may now enforce or adopt laws requiring e-tailers to collect and remit sales tax even if the e-tailer has no physical presence within the taxing state. In response, an increasing number of states have adopted or are considering adopting laws or administrative practices, with or without notice, that impose sales or similar value added or consumption taxes on e-commerce activity, as well as taxes on all or a portion of gross revenue or other similar amounts earned by an e-tailer from sales to customers in the state. Since October 28, 2018, we have withheld sales tax to the extent required in all states to which we ship.

 

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If any state were to assert that we have any liability for sales tax for prior periods and seek to collect such tax in arrears and/or impose penalties for past non-payment of taxes, it could have an adverse effect on us. New legislation or regulations, the application of laws and regulations from jurisdictions, including other countries whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and commercial online services could similarly result in significant additional taxes on our business. These taxes or tax collection obligations could have an adverse effect on us, including by way of creating additional administrative burdens on us. For instance, the Supreme Court’s recent decision and the enactment and enforcement of laws resulting therefrom could also impact where we are required to file state income taxes. As a result, our effective income tax rate as well as the cost and growth of our business could be materially and adversely affected, which could in turn have a material adverse effect on our financial condition and results of operations. Furthermore, there is a possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.

We are also subject to U.S. federal and state laws, regulations, and administrative practices that require us to collect information from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to comply with such laws and regulations could result in significant penalties. For example, Congress is considering legislation, the “Marketplace Fairness Act,” that would enable state governments to collect sales and use taxes on Internet revenue from remote retailers engaged in e-commerce with no physical presence in the state. We cannot predict the effect of current attempts to impose sales, income or other taxes on e-commerce. New or revised taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products over the Internet. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.

We are subject to U.S. federal and state income taxes. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structures.

Further, the U.S. federal income tax legislation enacted in Public Law No. 115-97 (the “Tax Cuts and Jobs Act”) is highly complex, subject to interpretation, and contains significant changes to U.S. tax law, including, but not limited to, a reduction in the corporate tax rate, significant additional limitations on the deductibility of interest, substantial revisions to the taxation of international operations, and limitations on the use of net operating losses generated in tax years beginning after December 31, 2017. The presentation of our financial condition and results of operations is based upon our current interpretation of the provisions contained in the Tax Cuts and Jobs Act. In the future, the Treasury Department and the U.S. Internal Revenue Service (“IRS”) are expected to release regulations and interpretive guidance relating to the legislation contained in the Tax Cuts and Jobs Act. Any significant variance of our current interpretation of such legislation from any future regulations or interpretive guidance could result in a change to the presentation of our financial condition and results of operations and could materially and adversely affect our business, financial condition, and results of operations.

Our ability to utilize net operating loss carryforwards may be subject to certain limitations.

Our ability to use our federal and state net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is dependent upon our generation of future taxable income

 

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before the expiration dates of the net operating losses, and we cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all of our net operating losses. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), contains rules that impose an annual limitation on the ability of a company with net operating loss carryforwards that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock (by value) over a three-year period, to utilize its net operating loss carryforwards in years after the ownership change. These rules generally operate by focusing on ownership changes among holders owning directly or indirectly 5% or more of the shares of stock of a company or any change in ownership arising from a new issuance of shares of stock by such company. If a company’s income in any year is less than the annual limitation prescribed by Section 382 of the Code, the unused portion of such limitation amount may be carried forward to increase the limitation (and net operating loss carryforward utilization) in subsequent tax years.

We have experienced an ownership change related to PetSmart’s acquisition of us that will result in an annual limitation under Section 382 of the Code, but we do not expect such limitation to have a material adverse effect on our ability to utilize net operating losses. In addition, if we were to undergo a further ownership change as a result of future transactions involving our common stock, including a follow-on offering of our common stock or purchases or sales of common stock between 5% holders, our ability to use our net operating loss carryforwards may be subject to additional limitation under Section 382 of the Code. As a result, a portion of our net operating loss carryforwards may expire before we are able to use them. If we are unable to utilize our net operating loss carryforwards, there may be a negative impact on our financial position and results of operations.

In addition to the aforementioned federal income tax implications pursuant to Section 382 of the Code, most states follow the general provisions of Section 382 of the Code, either explicitly or implicitly resulting in separate state net operating loss limitations.

We may be unable to adequately protect our brand and our other intellectual property rights.

We regard our brand, customer lists, trademarks, domain names, trade secrets, proprietary technology and similar intellectual property as critical to our success. We rely on trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain broad protection in the United States for all of our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all of our trademarks. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Our patent and trademark applications may never be granted. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may be unable to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

We might be required to spend significant resources to monitor and protect our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other

 

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proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.

In addition, our technology platform may use open source software. The use of such open source software may subject us to certain conditions, including the obligation to offer, distribute, or disclose our technology platform for no or reduced cost, make the proprietary source code subject to open source software licenses available to the public, license our software and systems that use open source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering. We monitor our use of open source software to avoid subjecting our technology platform to conditions we do not intend. However, if our technology platform becomes subject to such unintended conditions, it could have an adverse effect on our business, financial condition, and results of operations.

We may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management’s efforts and attention.

Third parties have from time to time claimed, and may claim in the future, that we have infringed their intellectual property rights. These claims, whether meritorious or not, could be time-consuming, result in considerable litigation costs, result in injunctions against us or the payment of damages by us, require significant amounts of management time or result in the diversion of significant operational resources and expensive changes to our business model, result in the payment of substantial damages or injunctions against us, or require us to enter into costly royalty or licensing agreements, if available. Additionally, there can be no assurance that favorable outcomes will be obtained. Any payments we are required to make and any injunctions we are required to comply with as a result of such infringement actions could adversely affect our business, financial condition, and results of operations. We may need to obtain licenses from, or enter into royalty arrangements with, third parties who allege that we have infringed their rights, but such licenses or arrangements may not be available on terms acceptable to us or at all. In addition, we may be unable to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. As a result, these claims could materially and adversely affect our business, financial condition, and results of operations. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and retain well-qualified employees, our business could be harmed.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for such positions is competitive. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. Other than our CEO, CFO and certain other senior executives, all of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations may be materially and adversely affected.

 

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Uncertainties in economic conditions and their impact on consumer spending patterns, particularly in the pet products market, could adversely impact our results of operations.

Our results of operations are sensitive to changes in certain macro-economic conditions that impact consumer spending on pet products and services. Some of the factors adversely affecting consumer spending on pet products and services include consumer confidence, levels of unemployment and general uncertainty regarding the overall future economic environment. We may experience declines in sales or changes in the types of products sold during economic downturns. Any material decline in the amount of consumer spending or other adverse economic changes could reduce our sales, and a decrease in the sales of higher-margin products could reduce profitability and, in each case, harm our business, financial condition, and results of operations.

Future litigation could have a material adverse effect on our business and results of operations.

Lawsuits and other administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and other legal proceedings may be time consuming and may require a commitment of management and personnel resources that will be diverted from our normal business operations. Although we generally maintain insurance to mitigate certain costs, there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition, and results of operations could be adversely affected if a judgment, penalty or fine is not fully covered by insurance.

Significant merchandise returns or refunds could harm our business.

We allow our customers to return products or offer refunds, subject to our return and refunds policy. If merchandise returns or refunds are significant or higher than anticipated and forecasted, our business, financial condition, and results of operations could be adversely affected. Further, we modify our policies relating to returns or refunds from time to time, and may do so in the future, which may result in customer dissatisfaction and harm to our reputation or brand, or an increase in the number of product returns or the amount of refunds we make.

Severe weather, including hurricanes, earthquakes and natural disasters could disrupt normal business operations, which could result in increased costs and materially and adversely affect our business, financial condition, and results of operations.

Several of our fulfillment centers, customer service centers, and corporate offices are located in California, Florida, Texas, and other areas that are susceptible to hurricanes, sea-level rise, earthquakes, and other natural disasters. Recent intense weather conditions may cause property insurance premiums to significantly increase in the future. We recognize that the frequency and intensity of extreme weather events, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. Therefore, as a result of the geographic concentration of our properties, we face risks, including higher costs, such as uninsured property losses and higher insurance premiums, as well as unexpected disruptions to our business and operations, which in turn could materially and adversely affect our business, financial condition, and results of operations.

Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from growing.

In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed

 

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could harm our business. We may sell Class A common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors in our Class A common stock may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may be forced to raise funds on undesirable terms, or our business may contract or we may be unable to grow our business or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses, facilities, technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments or alliances, or to integrate them with our existing business, could have a material adverse effect on us.

From time to time we may consider opportunities to acquire or make investments in new or complementary businesses, facilities, technologies, offerings, or products, or enter into strategic alliances, that may enhance our capabilities, expand our outsourcing and supplier network, complement our current products or expand the breadth of our markets. Acquisitions, investments and other strategic alliances involve numerous risks, including:

 

   

problems integrating the acquired business, facilities, technologies or products, including issues maintaining uniform standards, procedures, controls and policies;

 

   

unanticipated costs associated with acquisitions, investments or strategic alliances;

 

   

diversion of management’s attention from our existing business;

 

   

adverse effects on existing business relationships with suppliers, outsourced private brand manufacturing partners, retail partners and distribution customers;

 

   

risks associated with entering new markets in which we may have limited or no experience;

 

   

potential loss of key employees of acquired businesses; and

 

   

increased legal and accounting compliance costs.

We may be unable to identify acquisitions or strategic relationships we deem suitable. Even if we do, we may be unable to successfully complete any such transactions on favorable terms or at all, or to successfully integrate any acquired business, facilities, technologies or products into our business or retain any key personnel, suppliers or customers. Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, facilities, technologies and products and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations. If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, facilities, technologies and products effectively, our business, financial condition, and results of operations could be materially and adversely affected. Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet or exceed our expectations.

If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our operations outside the United States.

Our strategy may include the expansion of our operations to international markets. Although some of our executive officers have experience in international business from prior positions, we have little experience with operations outside the United States. Our ability to successfully execute this strategy is affected by many of the same operational risks we face in expanding our U.S. operations. In addition, our international expansion may be

 

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adversely affected by our ability to identify and gain access to local suppliers, obtain and protect relevant trademarks, domain names, and other intellectual property, as well as by local laws and customs, legal and regulatory constraints, political and economic conditions and currency regulations of the countries or regions in which we may intend to operate in the future. Risks inherent in our expanding our operations internationally also include, among others, the costs and difficulties of managing international operations, adverse tax consequences, domestic and international tariffs and trade policies and greater difficulty in enforcing intellectual property rights.

Restrictions in our new revolving credit facility could adversely affect our operating flexibility.

We expect to enter into a new revolving credit facility in connection with the closing of this offering. We expect this new revolving credit facility will limit our ability to, among other things:

 

   

incur or guarantee additional debt;

 

   

make certain investments and acquisitions;

 

   

incur certain liens or permit them to exist;

 

   

enter into certain types of transactions with affiliates;

 

   

merge or consolidate with another company; and

 

   

transfer, sell or otherwise dispose of assets.

We expect that our new revolving credit facility will also contain covenants requiring us to maintain certain financial ratios. The provisions of our new revolving credit facility may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. As a result, restrictions in our new revolving credit facility could adversely affect our business, financial condition, and results of operations. In addition, a failure to comply with the provisions of our new revolving credit facility could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of outstanding amounts under our new revolving credit facility is accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Risks Related to Our Relationship with PetSmart

PetSmart controls the direction of our business and PetSmart’s concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.

After this offering, PetSmart will continue to beneficially own approximately 70% of our outstanding shares of common stock (or approximately 68% if the underwriters’ option to purchase additional shares is exercised in full) and will control approximately 77% of the voting power of our outstanding common stock (or approximately 77% if the underwriters’ option to purchase additional shares is exercised in full). As long as PetSmart continues to control a majority of the voting power of our outstanding common stock, it will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors. Even if PetSmart were to control less than a majority of the voting power of our outstanding common stock, it may be able to influence the outcome of such corporate actions so long as it owns a significant portion of our common stock. So long as PetSmart does not dispose of its shares of our common stock, it could remain our controlling stockholder for an extended period of time or indefinitely.

PetSmart’s interests may not be the same as, or may conflict with, the interests of our other stockholders. Investors in this offering will not be able to affect the outcome of any stockholder vote while PetSmart controls

 

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the majority of the voting power of our outstanding common stock. As a result, PetSmart will be able to control, directly or indirectly and subject to applicable law, all matters affecting us, including:

 

   

any determination with respect to our business direction and policies, including the appointment and removal of officers and directors;

 

   

any determinations with respect to mergers, business combinations or disposition of assets;

 

   

compensation and benefit programs and other human resources policy decisions;

 

   

the payment of dividends on our common stock; and

 

   

determinations with respect to tax matters.

Because PetSmart’s interests may differ from ours or from those of our other stockholders, actions that PetSmart takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our Class A common stock.

PetSmart has granted a security interest in all of the shares of our Class B common stock beneficially owned by it, including shares held indirectly through its subsidiaries, to secure certain of its credit facilities and indentures, each of which includes customary default provisions. In the event of a default under any such credit facility or indenture, the secured parties may foreclose upon any and all shares of common stock pledged to them and may seek recourse against PetSmart as well as the guarantors of the relevant credit facilities and indentures. Future transfers by PetSmart and other holders of Class B common stock, which entitles each holder thereof to ten votes per share (including transfers by secured parties that foreclose on Class B common stock beneficially owned by PetSmart), will generally result in those shares converting on a one-to-one basis to Class A common stock, which is the stock that we are offering in this offering and entitles each holder thereof to one vote per share. As a result, such transfers will have the effect, over time, of increasing the relative voting power of holders of Class B common stock who retain their shares in the long-term, which may include our directors and their affiliates.

In the past, PetSmart has been involved in disputes with its lenders regarding ownership of certain minority equity interests in us, which PetSmart transferred to certain affiliates in 2018. For instance, PetSmart settled existing litigation with the agent for its term loan lenders regarding these transfers in April 2019. There can be no assurance that other PetSmart creditors may not seek to challenge these transfers, including by commencing litigation against PetSmart and its affiliates alleging that the transfers by PetSmart did not comply with certain PetSmart debt agreements or otherwise violated applicable law. Although PetSmart believes the transfers complied with its debt agreements and all other applicable legal requirements, disputes or litigation between PetSmart and its creditors regarding the transfers and ownership of equity interests in us may result in negative publicity about our company or negative reactions from our other stockholders, customers, business partners and other stakeholders and adversely affect our business, financial condition and results of operations, and may also result in the market price of our Class A common stock fluctuating significantly.

If we are no longer controlled by or affiliated with PetSmart, we may be unable to continue to benefit from that relationship, which may adversely affect our operations and have a material adverse effect on us.

Our partnership with PetSmart provides us with increased scale and reach. We leverage our combined scale to lower costs and coordinate purchases across our operations to reduce costs. Certain of our private brand products are also offered through PetSmart’s large physical network of more than 1,600 stores. If we no longer benefit from this relationship, whether because we are no longer controlled by or affiliated with PetSmart or otherwise, it may result in increased costs for us, higher prices to our customers, and our private brand sales may not continue to grow or may decline, any of which may adversely affect our operations and have a material adverse effect on our business, financial condition, and results or operations. In addition, if PetSmart were to reduce the number of its stores, our ability to use their physical network to sell private brand products would be limited which may have a material adverse effect on us.

 

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If PetSmart sells a controlling interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on shares of our Class A common stock and we may become subject to the control of a presently unknown third party.

Following the completion of this offering, PetSmart will continue to beneficially own approximately 70% of our outstanding shares of common stock (or approximately 68% if the underwriters’ option to purchase additional shares is exercised in full). PetSmart will have the ability, should it choose to do so, to sell some or all of its shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company.

The ability of PetSmart to privately sell its shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our Class A common stock that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium on your shares of our Class A common stock that may otherwise accrue to PetSmart on its private sale of our common stock. Additionally, if PetSmart privately sells its significant equity interest in our company, or if secured parties foreclose on any or all of the shares of Class B common stock beneficially owned by PetSmart pursuant to the pledges that secure certain of PetSmart’s credit facilities and indentures, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if PetSmart sells a controlling interest in our company to a third party, any outstanding indebtedness may be subject to acceleration and our commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of operations and financial condition.

Substantial future sales by PetSmart or others of our common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.

After this offering, PetSmart will continue to control a majority of the voting power of our outstanding common stock. Subject to the restrictions described in the paragraph below, future sales of these shares in the public market will be subject to the volume and other restrictions of Rule 144 under the Securities Act for so long as PetSmart is deemed to be our affiliate, unless the shares to be sold are registered with the Securities and Exchange Commission (the “SEC”). We are unable to predict with certainty whether or when PetSmart will sell a substantial number of shares of our common stock following this offering. The sale by PetSmart of a substantial number of shares after this offering, or a perception that such sales could occur, could significantly reduce the market price of our Class A common stock. Upon completion of this offering, except as otherwise described herein, all shares of Class A common stock that are being offered hereby will be freely tradable without restriction, assuming they are not held by our affiliates. In addition, we intend to grant registration rights to PetSmart and certain holders of our Class B common stock, pursuant to which they will have the right to demand that we register Class B common stock held by them under the Securities Act as well as the right to demand that we include any such shares in any registration statement that we file with the SEC, subject to certain exceptions. See “Certain Relationships and Related Party Transactions—PetSmart and Its Affiliates—Investor Rights Agreement—Registration Rights.”

We, all of our directors and officers, PetSmart and all other holders of our outstanding stock have agreed with the underwriters that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, neither we nor they will, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, (ii) file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, or publicly

 

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disclose the intention to do any of the foregoing. In addition, we and each such person have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, neither we nor they will, during such 180-day period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock. Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, release all or any portion of the shares of our common stock subject to the lock up.

Immediately following this offering, we intend to file a registration statement registering under the Securities Act the shares of our common stock reserved for issuance under our 2019 incentive award plan. If equity securities granted under our 2019 incentive award plan are sold or it is perceived that they will be sold in the public market, the trading price of our Class A common stock could decline substantially. These sales also could impede our ability to raise future capital.

We will be a “controlled company” within the meaning of the rules of NYSE and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, PetSmart will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of the board of directors consist of independent directors;

 

   

the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

 

   

the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

   

the requirement for an annual performance evaluation of our corporate governance and compensation committees.

While PetSmart controls a majority of the voting power of our outstanding common stock, we intend to rely on these exemptions and, as a result, will not have a majority of independent directors on our board of directors or corporate governance and compensation committees consisting entirely of independent directors, and we will not have written charters addressing these committees’ purposes and responsibilities or have annual performance evaluations of these committees. Upon completion of this offering, we expect that eight of our nine directors will not qualify as “independent directors” under the applicable rules of the NYSE. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We will remain a restricted subsidiary under certain of PetSmart’s credit facilities and indentures upon completion of this offering and will be subject to various covenants under these facilities and indentures, which may adversely affect our operations.

We will remain a restricted subsidiary under certain of PetSmart’s credit facilities and indentures. Our status as a restricted subsidiary means that our ability to take certain actions upon completion of this offering will be restricted by the terms of these credit facilities and indentures. We will remain a restricted subsidiary until we are no longer a subsidiary of PetSmart. These covenants restrict, among other things, our ability to:

 

   

incur or guarantee indebtedness;

 

   

make certain investments and acquisitions;

 

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incur liens on assets or permit them to exist;

 

   

enter into certain types of transactions with affiliates;

 

   

merge or consolidate with another company;

 

   

transfer, sell, or otherwise dispose of assets; and

 

   

pay dividends, or make distributions or certain other restricted payments.

Each of these restrictions is subject to various exceptions, the availability of which will be affected by the extent to which PetSmart utilizes those exceptions as well as the financial condition and results of operations of PetSmart. The existence of these restrictions could adversely affect our ability to finance our future operations or capital needs or engage in, expand, or pursue our business activities, and it could also prevent us from engaging in certain transactions that might otherwise be considered beneficial to us. Additionally, in the future, PetSmart may determine that it is in its best interest to agree to more restrictive covenants, which may indirectly impede our business operations or affect our ability to pay dividends.

PetSmart may compete with us, and its competitive position in certain markets may constrain our ability to build and maintain partnerships.

PetSmart will not be restricted from competing with us in the pet supplies business, including as a result of acquiring a company that operates as an e-tailer for pet supplies. Due to the significant resources of PetSmart, including financial resources, name recognition and know-how resulting from the previous management of our business, PetSmart could have a significant competitive advantage over us should it decide to engage in the type of business we conduct, which may materially and adversely affect our business, financial condition, and results of operations.

In addition, we do and may partner with companies that compete with PetSmart in certain markets. PetSmart’s control over us may affect our ability to effectively partner with these companies. These companies may favor our competitors because of our relationship with PetSmart.

Conflicts of interest may arise because some of our directors and officers own stock or other equity interests in PetSmart and hold management or board positions with PetSmart.

Some of our directors and officers directly or indirectly own equity interests in PetSmart. In addition, some of our directors are also directors or officers of PetSmart. Ownership of such equity interests by our directors and officers and the presence of directors or officers of PetSmart on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and any one of them, or involving us and PetSmart, that could have different implications for any of these investors than they do for us. Provisions of our amended and restated certificate of incorporation that will be in effect prior to the closing of this offering address corporate opportunities that are presented to our directors that are also directors or officers of PetSmart. See “Description of Capital Stock—Corporate Opportunity.” We cannot assure you that our amended and restated certificate of incorporation will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to individuals who are directors of both us and PetSmart. As a result, we may be precluded from pursuing certain advantageous transactions or growth initiatives.

Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PetSmart or its subsidiaries with respect to our past and ongoing relationships may adversely affect our business and prospects.

Potential conflicts or disputes may arise between PetSmart or its subsidiaries and us in a number of areas relating to our past or ongoing relationships, including:

 

   

tax, employee benefit, indemnification and other matters arising from our relationship with PetSmart or its subsidiaries;

 

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business combinations involving us;

 

   

the nature, quality and pricing of services PetSmart or its subsidiaries have agreed to provide us;

 

   

business opportunities that may be attractive to us and PetSmart or its subsidiaries;

 

   

intellectual property or other proprietary rights; and

 

   

joint sales and marketing activities with PetSmart or its subsidiaries.

The resolution of any potential conflicts or disputes between us and PetSmart or its subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated party.

The agreements we have entered into with PetSmart and certain of its subsidiaries, which are described in this prospectus, are of varying durations and may be amended upon agreement of the parties. The terms of these agreements were primarily determined by PetSmart or its subsidiaries, and therefore may not be representative of the terms we could obtain on a stand-alone basis or in negotiations with an unaffiliated third party. For so long as we are controlled by PetSmart, we may be unable to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party. For more information, see “Certain Relationships and Related Party Transactions.”

Risks Related to this Offering and Ownership of Our Class A Common Stock

There has been no prior market for our Class A common stock. An active market may not develop or be sustainable, and investors may be unable to resell their shares at or above the initial public offering price.

There has been no public market for our Class A common stock prior to this offering. The initial public offering price for our Class A common stock was determined through negotiations between the representatives of the underwriters, us and the selling stockholder and may vary from the market price of our Class A common stock following the completion of this offering. An active or liquid market in our Class A common stock may not develop upon completion of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our Class A common stock, you may not be able to resell those shares at or above the initial public offering price or at all. We cannot predict the prices at which our Class A common stock will trade.

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offering.

The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

   

actual or anticipated fluctuations in our results of operations;

 

   

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 

   

failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

 

   

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

 

   

changes in operating performance and stock market valuations of other retail companies generally, or those in our industry in particular;

 

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 

   

changes in our board of directors or management;

 

   

sales of large blocks of our Class A common stock, including sales by PetSmart or our executive officers and directors;

 

   

lawsuits threatened or filed against us;

 

   

changes in laws or regulations applicable to our business;

 

   

changes in our capital structure, such as future issuances of debt or equity securities;

 

   

short sales, hedging and other derivative transactions involving our capital stock;

 

   

general economic conditions in the United States;

 

   

other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and

 

   

the other factors described in the sections of this prospectus titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their operating results. Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a decline in the value of your investment. Price volatility may be greater if the public float and trading volume of shares of our Class A common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition, and results of operations.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

 

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Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws, as will be amended and restated prior to completion of this offering, may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

 

   

permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

 

   

provide that a director may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors;

 

   

require at least 75% of the votes that all of our stockholders would be entitled to cast in an annual election of directors in order to amend our restated certificate of incorporation and amended and restated bylaws after the date on which the outstanding shares of Class B common stock represent less than 50% of the combined voting power of our Class A common stock and Class B common stock;

 

   

eliminate the ability of our stockholders to call special meetings of stockholders after the date on which the outstanding shares of Class B common stock represent less than 50% of the combined voting power of our Class A common stock and Class B common stock;

 

   

prohibit stockholder action by written consent, instead requiring stockholder actions to be taken at a meeting of our stockholders, when the outstanding shares of our Class B common stock represent less than 50% of the combined voting power of our Class A common stock and Class B common stock;

 

   

permit our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our Class A common stock;

 

   

restrict the forum for certain litigation against us to Delaware;

 

   

establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; and

 

   

provide for a staggered board.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. As a result, these provisions may adversely affect the market price and market for our Class A common stock if they are viewed as limiting the liquidity of our stock or as discouraging takeover attempts in the future.

Our amended and restated certificate of incorporation will also provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our

 

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directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations.

We have broad discretion to determine how to use the funds we receive from this offering, and may use them in ways that may not enhance our operating results or the price of our common stock.

Our discretion over the use of proceeds we receive from this offering, and we could spend the proceeds we receive from this offering in ways our stockholders may not agree with or that do not yield a favorable return, or no return at all. We currently expect to use the net proceeds for working capital and general corporate purposes. However, our use of these proceeds may differ substantially from our current plans. If we do not invest or apply the proceeds we receive from this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The assumed initial public offering price of our Class A common stock of $18.00 per share, based on the midpoint of the price range on the cover page of this prospectus, is substantially higher than the net tangible book value per share of our outstanding Class A common stock immediately after this offering. Therefore, if you purchase our Class A common stock in this offering, you will incur immediate dilution of $18.62 in the net tangible book value per share from the price you paid. In addition, following this offering, purchasers who bought shares from us in the offering will have contributed 3.0% of the total consideration paid to us by our stockholders to purchase 5.6 million shares of Class A common stock to be sold by us in this offering, in exchange for acquiring approximately 1.4% of our total outstanding shares as of after giving effect to this offering.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our new revolving credit facility may restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. As a result, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to realize any future gains on their investment.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning our ability to:

 

   

sustain our recent growth rates and manage our growth effectively;

 

   

acquire new customers in a cost-effective manner and increase our net sales per active customer;

 

   

accurately predict economic conditions and their impact on consumer spending patterns, particularly in the pet products market, and accurately forecast net sales and appropriately plan our expenses in the future;

 

   

introduce new products or offerings and improve existing products;

 

   

successfully compete in the pet products and services retail industry, especially in the e-commerce sector;

 

   

source additional, or strengthen our existing relationships with, suppliers;

 

   

negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships with such entities;

 

   

optimize, operate and manage the expansion of the capacity of our fulfillment centers;

 

   

provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology;

 

   

maintain adequate cybersecurity with respect to our systems and ensure that our third-party service providers do the same with respect to their systems;

 

   

successfully manufacture and sell our own private brand products;

 

   

maintain consumer confidence in the safety and quality of our vendor-supplied and private brand food products and hardgood products;

 

   

comply with existing or future laws and regulations in a cost-efficient manner;

 

   

attract, develop, motivate and retain well-qualified employees; and

 

   

adequately protect our intellectual property rights and successfully defend ourselves against any intellectual property infringement claims or other allegations that we may be subject to.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

 

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USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $90.3 million, based upon an assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $18.00 per share would increase or decrease the net proceeds that we receive from this offering by approximately $5.3 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of one million in the number of shares of Class A common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $17.1 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

We intend to use the net proceeds that we will receive from this offering for working capital and general corporate purposes. We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these proceeds.

We will not receive any proceeds from the sale of our Class A common stock by the selling stockholder. We will, however, bear the costs associated with the sale of shares of Class A common stock by the selling stockholder, other than underwriting discounts and commissions. For more information, see “Principal and Selling Stockholders” and “Underwriting.”

 

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DIVIDEND POLICY

We have never declared nor paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our common stock in the foreseeable future. In addition, we expect to enter into a new revolving credit facility in connection with the closing of this offering, which may restrict our ability to pay dividends. Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including: our actual and projected financial condition, liquidity and results of operations; our capital levels and needs; tax considerations; any acquisitions or potential acquisitions that we may examine; statutory and regulatory prohibitions and other limitations; the terms of any credit agreements or other borrowing arrangements that restrict the amount of cash dividends that we can pay; general economic conditions; and other factors deemed relevant by our board of directors. We are not obligated to pay dividends on our Class A common stock.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of February 3, 2019:

 

   

on an actual basis;

 

   

on a pro forma basis, giving effect to (i) the reclassification of our common stock into Class B common stock; (ii) the filing of our amended and restated certificate of incorporation, which will be in effect on the completion of this offering; (iii) our entry into the new revolving credit facility; and (iv) stock-based compensation expense of approximately $48.8 million associated with the grant of 2.7 million RSUs under our 2019 incentive award plan at the closing of this offering based on an estimated offering price of $18.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. 2.7 million RSUs will vest immediately upon grant. The pro forma adjustment related to the RSUs of $48.8 million has been reflected as an increase to additional paid-in capital and accumulated deficit. There has been no tax withholding liability presented on the pro forma balance sheet as the associated RSUs will not be settled at the closing of this offering; and

 

   

on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above; (ii) the sale and issuance by us of 5.6 million shares of our Class A common stock in this offering; and (iii) the automatic conversion of 36.0 million shares of our Class B common stock held by the selling stockholder into an equivalent number of shares of our Class A common stock and the sale of such shares of Class A common stock by the selling stockholder in this offering.

 

     As of February 3, 2019  
($ in thousands, except share and per share amounts)    Actual     Pro Forma     Pro Forma
As Adjusted
 

Cash and cash equivalents(1)

   $ 88,331     $ 88,331     $ 178,591  
  

 

 

   

 

 

   

 

 

 

Debt:

      

New revolving credit facility(2)

   $ —       $ —       $ —    
  

 

 

   

 

 

   

 

 

 

Stockholders’ deficit(1):

      

Preferred stock, $0.01 par value per share, no shares authorized, issued and outstanding, actual, and 5,000,000 shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted

     —         —         —    

Common stock, $0.01 par value per share, 1,000 shares authorized, 100 shares issued and outstanding, actual, and no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

     —         —         —    

Class A common stock, $0.01 par value per share, no shares authorized, issued and outstanding, actual, 1,500,000,000 shares authorized and no shares issued and outstanding, pro forma, 1,500,000,000 shares authorized and 41,600,000 shares issued and outstanding, pro forma as adjusted

     —         —         416  

Class B common stock, $0.01 par value per share, no shares authorized, issued and outstanding, actual, 395,000,000 shares authorized and 393,000,000 shares issued and outstanding, pro forma, 395,000,000 shares authorized and 357,000,000 shares issued and outstanding, pro forma as adjusted

     —         3,930       3,570  

Additional paid-in capital

     1,256,160       1,301,040       1,391,244  

Accumulated deficit

     (1,592,102     (1,640,912     (1,640,912
  

 

 

   

 

 

   

 

 

 

Total stockholders’ deficit

     (335,942     (335,942     (245,682
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ (335,942   $ (335,942   $ (245,682
  

 

 

   

 

 

   

 

 

 

 

(1)

We and PetSmart are parties to an intercompany loan agreement pursuant to which each party may make loans from time to time to the other. As of May 5, 2019, PetSmart owed us approximately $74.7 million under the agreement. In the event we sign an underwriting agreement pursuant to which we will receive substantially the amount of net proceeds from the sale of shares of Class A common stock by us in this offering as described in “Use of Proceeds”, we and PetSmart may terminate the agreement prior to completion of this offering without cash repayment of the outstanding loans, in which case we would not receive any cash or other consideration in repayment of the loan.

 

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(2)

We expect to enter into a new revolving credit facility in connection with this offering. We anticipate that this facility will provide for $300 million of indebtedness and will be undrawn upon the consummation of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Other Liquidity Measures—New Revolving Credit Facility.”

The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering reflected in the table above:

 

   

is based on no shares of Class A common stock and 393,000,000 shares of Class B common stock outstanding on the date of this prospectus;

 

   

excludes 2,711,689 shares of Class A common stock issuable upon settlement of RSUs that will be granted in connection with this offering under our 2019 incentive award plan and will vest upon grant;

 

   

excludes 362,629 shares of Class A common stock issuable upon settlement of RSUs that will be granted in connection with this offering under our 2019 incentive award plan and will vest within one year of this offering;

 

   

excludes 21,693,634 shares of Class A common stock issuable upon settlement of unvested performance RSUs that will be granted in connection with this offering under our 2019 incentive award plan, which will be subject to service-based and the share price-based vesting conditions described in “Executive Compensation—Actions Taken in Connection with This Offering”;

 

   

excludes 7,096,913 additional shares of Class A common stock reserved for issuance under our 2019 incentive award plan; and

 

   

assumes no purchases of our Class A common stock by executive officers, directors and stockholders through the Directed Share Program.

As further described in “Executive Compensation—Actions Taken in Connection with This Offering,” in connection with the consummation of this offering we intend to grant 21,693,634 performance RSUs under our 2019 incentive award plan, which will vest based on certain time-vesting conditions and share price hurdles. Assuming the satisfaction of all time-vesting conditions and the satisfaction of the share price hurdles based on a share price of $18.00, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, 5,423,459 performance RSUs would be vested. The number of RSUs that would vest will depend on the actual stock price following this offering as well as satisfaction of the applicable time-vesting conditions.

You should read this information in conjunction with our consolidated financial statements and the related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Selected Consolidated Financial and Other Data” included elsewhere in this prospectus.

 

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DILUTION

If you invest in shares of our Class A common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately following consummation of this offering. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of our common stock then issued and outstanding. Pro forma net tangible book value per share represents our net tangible book value per share after giving effect (i) to the reclassification of our common stock into Class B common stock, and (ii) the filing of our amended and restated certificate of incorporation, which will be in effect on the completion of this offering. Pro forma as adjusted net tangible book value per share represents our net tangible book value per share on a pro forma as adjusted basis after giving effect to (i) the reclassification of our common stock into Class B common stock, (ii) the filing of our amended and restated certificate of incorporation, which will be in effect on the completion of this offering, (iii) the sale by us of 5.6 million shares of Class A common stock in this offering, at an assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discount and estimated offering expenses payable by us, and (iv) the application of the estimated net proceeds from this offering as described under “Use of Proceeds.”

Our pro forma net tangible book value as of February 3, 2019 was $(335.9) million, or $(0.85) per share. Our pro forma as adjusted net tangible book value as of February 3, 2019 was $(245.7) million, or $(0.62) per share of our Class A common stock. This represents an immediate increase in pro forma as adjusted net tangible book value per share of our Class A common stock of $0.23 to our existing stockholders and an immediate dilution of $18.62 per share of our Class A common stock to new investors purchasing our Class A common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors:

 

Assumed initial public offering price per share of Class A common stock

     $ 18.00  

Pro forma net tangible book value (deficit) per share as of February 3, 2019

   $ (0.85  
    

Increase in pro forma as adjusted net tangible book value (deficit) per share attributable to new investors purchasing our Class A common stock in this offering

   $ 0.23    
  

 

 

   

Pro forma as adjusted net tangible book value (deficit) per share of Class A common stock after this offering

     $ (0.62
    

 

 

 

Dilution per share to new investors purchasing our Class A common stock in this offering

     $ 18.62  
    

 

 

 

A $1.00 increase (decrease) in the assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value (deficit) after this offering by $5.3 million and $0.01 per share and increase (decrease) the dilution to new investors by $5.3 million and $0.99 per share, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remained the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us.

Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value (deficit) after this offering by $17.1 million and $0.04 per share and decrease (increase) the dilution to investors participating in this offering by $17.1 million and $0.04 per share, assuming the assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover of this prospectus, remained the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us.

 

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The following table summarizes, as of February 3, 2019, on a pro forma as adjusted basis as described above, the differences between the number of shares of common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by the new investors purchasing our Class A common stock in this offering, at an assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the front cover page of this prospectus, before deducting the estimated underwriting discount and estimated offering expenses payable by us.

 

     Shares Purchased     Total Consideration     Average Price
Per Share
 
     Number      Percent     Amount      Percent  
     (in thousands)            (in thousands)  

Existing Stockholder

     393,000        98.6   $ 3,230,600        97.0   $ 8.22  

New investor

     5,600        1.4       100,800        3.0       18.00  
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     398,600        100   $ 3,331,400        100   $ 8.36  
  

 

 

    

 

 

   

 

 

    

 

 

   

A $1.00 increase (decrease) in the assumed initial public offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $5.6 million and increase (decrease) the percentage of total consideration paid by new investors by 0.2%, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remained the same and before deducting the estimated underwriting discount and estimated offering expenses payable by us.

The discussion and tables above are based on 393.0 million shares of our common stock outstanding as of February 3, 2019, and exclude the shares of common stock reserved for future issuance under the 2019 incentive award plan. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, additional awards are issued under our 2019 incentive award plan, or outstanding RSUs vest, the issuance or vesting of such securities could result in further dilution to our stockholders.

 

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth our selected consolidated financial and other data for the periods presented and at the dates indicated below. The selected consolidated statement of operations data for the fiscal year ended December 31, 2016, the one month ended January 31, 2017, and for the fiscal years ended January 28, 2018 and February 3, 2019 and the consolidated balance sheet data as of January 28, 2018 and February 3, 2019 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data and consolidated balance sheet data presented below as of December 31, 2016 and for the fiscal years ended December 31, 2014 and 2015 have been derived from our audited consolidated financial statements that are not included in this prospectus. Unless otherwise indicated, due to the change in our fiscal year, the transition period from January 1, 2017 to January 31, 2017 is not included in either fiscal year 2016 or fiscal year 2017. Our historical results are not necessarily indicative of the results that may be expected in any future period. The following selected consolidated financial data should be read together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

 

(in thousands, except share and per share data)   Fiscal Year     One Month
Ended
January 31,
2017
    Fiscal Year  
  2014     2015     2016     2017     2018  

Consolidated Statement of Operations Data:

           

Net sales

  $ 203,878     $ 422,819     $ 900,566     $ 119,820     $ 2,104,287     $ 3,532,837  

Cost of goods sold

    178,057       350,275       750,735       98,922       1,736,737       2,818,032  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    25,821       72,544       149,831       20,898       367,550       714,805  

Operating expenses:

           

Selling, general and administrative

    40,154       72,589       149,581       20,582       451,673       589,507  

Advertising and marketing

    17,473       32,400       107,677       14,290       253,728       393,064  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    57,627       104,989       257,258       34,872       705,401       982,571  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (31,806     (32,445     (107,427     (13,974     (337,851     (267,766

Change in fair value of warrant liability

    (7,283     (3,917     —         —         —         —    

Interest income (expense), net

    102       109       222       17       (206     (124

Other income

    —         3       41       —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax provision

    (38,987     (36,250     (107,164     (13,957     (338,057     (267,890

Income tax provision

    —         —         —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (38,987   $ (36,250   $ (107,164   $ (13,957   $ (338,057   $ (267,890
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders, basic and diluted(1)

  $ (160.29   $ (156.21   $ (560.19   $ (175.65   $ (3,497.89   $ (2,678,900.00
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares used in computing net loss per share attributable to common stockholders, basic and diluted

    575,000       583,000       594,000       594,000       200,000       100  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)

            $ (0.68
           

 

 

 

Pro forma weighted average common shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)

              395,711,689  
           

 

 

 

 

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     As of December 31,     As of
January 28,

2018
    As of
February 3,
2019
 
($ in thousands)    2014     2015     2016  

Consolidated Balance Sheet Data:

          

Cash and cash equivalents

   $ 35,728     $ 108,423     $ 168,134     $ 68,767     $ 88,331  

Total assets

     76,623       178,715       314,783       503,175       541,622  

Total liabilities

     32,451       82,836       245,970       586,878       877,564  

Total stockholders’ deficit

     (112,567     (202,612     (530,136     (83,703     (335,942

 

     Fiscal Year  
(in thousands, except net sales per active customer and percentages)    2016     2017     2018  

Other Financial and Operating Data:

      

Net loss

   $ (107,164   $ (338,057   $ (267,890

Adjusted EBITDA(2)

   $ (97,114   $ (251,247   $ (228,905

Adjusted EBITDA margin(3)

     (10.8 %)      (11.9 %)      (6.5 %) 

Net cash provided by (used in) operating activities

   $ 7,252     $ (79,747   $ (13,415

Free cash flow(4)

   $ (15,020   $ (120,029   $ (57,575

Active customers(5)

     3,034       6,789       10,585  

Net sales per active customer(5)

   $ 297     $ 310     $ 334  

Autoship customer sales(5)

   $ 565,215     $ 1,294,899     $ 2,322,480  

Autoship customer sales as a percentage of net sales(5)

     62.8     61.5     65.7

 

(1)

Based on no shares of Class A common stock and 393.0 million shares of Class B common stock outstanding as of the date of this prospectus and 2,711,689 RSUs which will be fully vested upon consummation of this offering. See Note 1 and Note 11 in our consolidated financial statements included elsewhere in this prospectus for a description of how we compute pro forma basic and diluted net loss per share attributable to common stockholders and basic and diluted net loss per share attributable to common stockholders, respectively.

 

(2)

To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this prospectus adjusted EBITDA, a non-GAAP financial measure that we calculate as net loss excluding depreciation and amortization; share-based compensation expense; income tax provision; interest income (expense), net; management fee expense; and non-routine items. We have provided a reconciliation below of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.

We have included adjusted EBITDA in this prospectus because it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain variable charges. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We believe it is useful to exclude non-cash charges, such as depreciation and amortization, share-based compensation expense, and management fee expense from our adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax provision; interest income (expense), net; and non-routine items as these items are not components of our core business operations. Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

 

   

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;

 

   

adjusted EBITDA does not reflect share-based compensation and related taxes. Share-based compensation has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy;

 

   

adjusted EBITDA does not reflect interest income (expense), net; or changes in, or cash requirements for, our working capital;

 

   

adjusted EBITDA excludes one-time non-routine items; and

 

   

other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results.

 

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The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated.

 

     Fiscal Year  
($ in thousands)    2016     2017     2018  

Reconciliation of Net Loss to Adjusted EBITDA

      

Net loss

   $ (107,164   $ (338,057   $ (267,890

Add (deduct):

      

Depreciation and amortization

     5,043       12,536       23,210  

Share-based compensation expense

     5,229       11,209       14,351  

Income tax provision

     —         —         —    

Interest (income) expense, net

     (222     206       124  

Management fee expense(a)

     —         866       1,300  

Non-routine items(b)

     —         61,993       —    
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (97,114   $ (251,247   $ (228,905
  

 

 

   

 

 

   

 

 

 

Net sales

   $ 900,566     $ 2,104,287     $ 3,532,837  

Adjusted EBITDA Margin(2)

     (10.8 %)      (11.9 %)      (6.5 %) 

 

  (a)

Management fee expense of $1.3 million and $0.9 million allocated to us in fiscal year 2018 and fiscal year 2017, respectively, by PetSmart for organizational oversight and certain limited corporate functions. Although we are not a party to the agreement governing the management fee, this management fee is reflected as an expense in our consolidated financial statements. There were no similar items for fiscal year 2016.

  (b)

Our financial results include non-routine items that are one-time in nature and not reflective of underlying trends in our business. For fiscal year 2017, the non-routine items include (i) $33.9 million for compensation expenses to our employees as a result of PetSmart’s acquisition of us and (ii) $28.1 million of acquisition-related costs incurred for our benefit as part of PetSmart’s acquisition of us. There were no similar items for fiscal year 2018 and fiscal year 2016.

 

(3)

Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales. See footnote (2) above for the calculation of adjusted EBITDA for each of the periods indicated.

 

(4)

To provide investors with additional information regarding our financial results, we have also disclosed here and elsewhere in this prospectus free cash flow, a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less capital expenditures (which consist of purchases of property and equipment as well as purchases of servers and networking equipment, capitalization of labor related to our website, mobile applications, and software development, and leasehold improvements). We have provided a reconciliation below of free cash flow to net cash provided (used in) by operating activities, the most directly comparable GAAP financial measure.

We have included free cash flow in this prospectus because it is an important indicator of our liquidity as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Free cash flow has limitations as a financial measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. There are limitations to using non-GAAP financial measures, including that other companies, including companies in our industry, may calculate free cash flow differently. Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net cash provided by (used in) operating activities, capital expenditures and our other GAAP results.

The following table presents a reconciliation of net cash provided by (used in) operating activities to free cash flow for each of the periods indicated.

 

     Fiscal Year  
($ in thousands)    2016      2017      2018  

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow

        

Net cash provided by (used in) operating activities

   $ 7,252      $ (79,747    $ (13,415

Add (deduct):

        

Capital expenditures

     (22,272      (40,282      (44,160
  

 

 

    

 

 

    

 

 

 

Free Cash Flow(a)

   $ (15,020    $ (120,029    $ (57,575
  

 

 

    

 

 

    

 

 

 

 

  (a)

Our financial results include non-routine items that are one-time in nature or not reflective of underlying trends in our business. For fiscal year 2017, these items include (i) $33.9 million for compensation expenses to our employees as a result of PetSmart’s acquisition of us and (ii) $28.1 million of acquisition-related costs incurred for our benefit as part of PetSmart’s acquisition of us. There were no similar items for fiscal year 2016 and fiscal year 2018.

 

(5)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Data” for information on how we define and calculate these key operating metrics.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Consolidated Financial and Other Data” section of this prospectus and our consolidated financial statements and related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

Since our launch, we have created the largest pure-play pet e-tailer in the United States, offering virtually everything a pet needs. We believe that we are the preeminent online destination for pet parents as a result of our broad selection of high-quality products, which we offer at great prices and deliver with an exceptional level of care and a personal touch. We are the trusted source for pet parents and continually develop innovative ways for our customers to engage with us. We partner with more than 1,600 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding private brands. The loyalty of our customers has helped us deliver more than 100 million orders since 2011. From fiscal year 2012 to fiscal year 2018, our net sales per active customer grew from $223 to $334 and our net sales grew from $26 million to $3.5 billion. In addition, Autoship customer sales have grown from $115 million in fiscal year 2014 to $2.3 billion in fiscal year 2018.

We view pets as family and are obsessed with serving pet parents by meeting all of their needs and exceeding expectations through every interaction. We launched Chewy in 2011 to bring the best of the neighborhood pet store shopping experience to a larger audience, enhanced by the depth and wide selection of products and around-the-clock convenience that only e-commerce can offer. Through our website and mobile applications, we offer our customers more than 45,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service. In addition, our Autoship subscription program makes shopping with us even easier, providing pet parents with a convenient and flexible automatic reordering process. Our strategic placement of seven fulfillment centers across the United States enables us to cost-efficiently ship to approximately 80% of the U.S. population overnight and almost 100% in two days.

 

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Growth History

(From Inception through Fiscal Year 2018)

 

LOGO

Fiscal Year End

We changed our fiscal year end from December 31 to a 52- or 53-week fiscal year ending on the Sunday that is closest to January 31 of that year effective for our fiscal year ended January 28, 2018. Each fiscal year will generally consist of four 13-week fiscal quarters, with each fiscal quarter ending on the Sunday that is closest to the last day of the last month of the quarter. Throughout this prospectus, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted. In periods prior to the fiscal year ended January 28, 2018, we used a fiscal year ending December 31. Therefore, references in this prospectus to “fiscal year 2014,” “fiscal year 2015” and “fiscal year 2016” refer to the fiscal years ended December 31, 2014, 2015 and 2016, respectively. References to “fiscal year 2017” refer to our fiscal year that started on February 1, 2017 and ended on January 28, 2018. References to “fiscal year 2018” refer to the fiscal year that started on January 29, 2018 and ended on February 3, 2019. For the year-over-year discussions below, the 12 months ended January 28, 2018 is compared to the 12 months ended December 31, 2016. Unless otherwise indicated, due to the change in our fiscal year, the transition period from January 1, 2017 to January 31, 2017 is not included in either fiscal year 2016 or fiscal year 2017. See “Selected Consolidated Financial and Other Data” and our consolidated financial statements and related notes included elsewhere in this prospectus for more information, including audited financial information for the transition period.

 

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Key Financial and Operating Data

We measure our business using both financial and operating data and use the following metrics and measures to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.

 

(in thousands, except net sales per active customer and
percentages)
   Fiscal Year     % Change     Fiscal Year     % Change  
   2016     2017     2018  

Financial and Operating Data

          

Net loss

   $ (107,164   $ (338,057     (215.5 %)    $ (267,890     20.8

Adjusted EBITDA(1)

   $ (97,114   $ (251,247     (158.7 %)    $ (228,905     8.9

Adjusted EBITDA margin(1)

     (10.8 %)      (11.9 %)        (6.5 %)   

Net cash provided by (used in) operating activities

   $ 7,252     $ (79,747     (1,199.7 %)    $ (13,415     83.2

Free cash flow(1)

   $ (15,020   $ (120,029     (699.1 %)    $ (57,575     52.0

Active customers

     3,034       6,789       123.8     10,585       55.9

Net sales per active customer

   $ 297     $ 310       4.4   $ 334       7.7

Autoship customer sales

   $ 565,215     $ 1,294,899       129.1   $ 2,322,480       79.4

Autoship customer sales as a percentage of net sales

     62.8     61.5       65.7  

 

(1)

Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures. See “Selected Consolidated Financial and Other Data” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net loss excluding depreciation and amortization, share-based compensation expense, income tax provision, interest income (expense), net, management fee expense, and non-routine items. We believe it is useful to exclude non-cash charges, such as depreciation and amortization, share-based compensation expense and management fee expense from our adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax provision; interest income (expense), net; and non-routine items as these items are not components of our core business operations. Over the long term, we expect adjusted EBITDA to increase as a result of the continued increase in our customer base and Autoship subscription program, reduction in marketing spending as a percentage of net sales, and operational efficiency gains mainly in our fulfillment and customer service centers.

We define adjusted EBITDA margin as adjusted EBITDA divided by net sales. We expect adjusted EBITDA margin to improve over the long term. See the section titled “Selected Consolidated Financial and Other Data” for information regarding our use of adjusted EBITDA and adjusted EBITDA margin, and a reconciliation of net loss to adjusted EBITDA.

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities less capital expenditures (which consist of purchases of property and equipment as well as purchases of servers and networking equipment, capitalization of labor related to our website, mobile applications, and software development, and leasehold improvements). We believe it is useful to exclude capital expenditures from our free cash flow in order to measure the amount of cash we generate without the effect of purchases of property and equipment because the timing of such capital investments made may not directly correlate to the underlying performance of our business operations. Accordingly, we believe that free cash flow provides useful information to investors and

 

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others in understanding and evaluating our operating results in the same manner as our management and board of directors. Free cash flow may be affected in the near to medium term by the timing of capital investments (such as purchases of IT and other equipment and the launch of new fulfillment centers, customer service centers, and corporate offices), fluctuations in our growth and the effect of such fluctuations on working capital, and changes in our cash conversion cycle due to increases or decreases of vendor payment terms as well as inventory turnover. We expect free cash flow to increase over the long term as investments made in prior years drive increased profitability. See the section titled “Selected Consolidated Financial and Other Data” for information regarding our use of free cash flow as well as a reconciliation of net cash provided by (used in) operating activities to free cash flow.

Active Customers

As of the last date of each reporting period, we determine our number of active customers by counting the total number of individual customers who have ordered, and for whom an order has shipped, at least once from our website and mobile applications during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers as well as the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as a key indicator of our growth—acquisition and retention of customers—as a result of our marketing efforts and the value we provide to our customers. The number of active customers has grown over time as we acquired new customers and retained previously acquired customers. We expect to continue to drive growth in active customers with new customer acquisition and retention efforts.

Net Sales Per Active Customer

We define net sales per active customer for a fiscal year as the net sales in a given fiscal year, divided by the total number of active customers at the end of that fiscal year. We define net sales per active customer for a fiscal quarter as the aggregate net sales for the preceding four fiscal quarters, divided by the total number of active customers at the end of that fiscal quarter. We view net sales per active customer as a key indicator of our customers’ purchasing patterns, including their initial and repeat purchase behavior. We expect net sales per active customer to remain steady or to increase modestly over the long term as we capture a larger share of the amount that our customers spend on pets, although we anticipate that such increase would be partially offset by net sales from new customers.

Autoship and Autoship Customer Sales

We define Autoship customers as customers in a given fiscal quarter for whom an order has shipped through our Autoship subscription program during the preceding 364-day period. We define Autoship as our subscription program, which provides automatic ordering, payment, and delivery of products to our customers. We view our Autoship subscription program as a key driver of recurring net sales and customer retention. For a given fiscal quarter, Autoship customer sales consist of sales and shipping revenues from all Autoship subscription program purchases and purchases outside of the Autoship subscription program by Autoship customers, excluding taxes collected from customers, excluding any refund allowance, and net of any promotional offers (such as percentage discounts off current purchases and other similar offers), for that quarter. For a given fiscal year, Autoship customer sales equal the sum of the Autoship customer sales for each of the fiscal quarters in that fiscal year.

Autoship Customer Sales as a Percentage of Net Sales

We define Autoship customer sales as a percentage of net sales as the Autoship customer sales in a given reporting period divided by the net sales from all orders in that period. We view Autoship customer sales as a percentage of net sales as a key indicator of our recurring sales and customer retention. As more pet parents discover the convenience and savings associated with our Autoship subscription program, Autoship customer sales as a percentage of net sales should grow over the long term. In fiscal year 2018, Autoship customer sales represented approximately 65.7% of our net sales.

 

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Factors Affecting our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors.”

Growth and Consistency in Net Sales from Active Customers

Our goal is to attract and convert visitors into active customers and encourage repeat purchases. As of February 3, 2019, we had 10.6 million active customers, up from 3 million as of December 31, 2016. Repeat orders from existing customers account for approximately 90% of our net sales in any given period, in part due to the large and growing customer base that we have acquired since our launch, as well as the embedded growth from existing customers that we have achieved, which is indicated by the trends of our cohorts.

The chart below reflects the annual net sales by cohort from our inception through fiscal year 2018, and demonstrates the high level of embedded growth from existing customers for cohorts after initial purchase. We have experienced continued growth since we launched Chewy, and we believe that our success is best illustrated by the growth and consistency of our net sales by cohort.

The cohort data demonstrates that annual net sales by cohort continue to increase year-over-year following the year of customer acquisition. For example, the fiscal year 2015 cohort net sales (excluding refunds) increased by $95.2 million, or 54.6%, to $269.4 million in fiscal year 2016 compared to $174.3 million in fiscal year 2015. For fiscal year 2017, the 2015 cohort net sales (excluding refunds) increased again by $6.7 million, or 2.5%, to $276.1 million.

Customer cohorts typically experience a large increase in net sales in their second year (i.e., the first year during which the entire cohort has been placing orders throughout the entire year), and relatively modest growth in subsequent years. For example, in fiscal year 2018, the fiscal year 2015 cohort generated net sales (excluding refunds) of $287.4 million, representing 165% of the net sales generated in fiscal year 2015, which we believe reflects our ability to retain customers and increase customer spend over time. We believe this cohort data provides insight into the retention dynamics of our business, as it reflects growth in net sales by groups of customers over time and measures our ability to increase net sales year-over-year.

We expect the growth in net sales by each cohort in each year to continue as a result of increased brand awareness, product offerings and customer service improvements, though the growth may fluctuate year-over-year.

Annual Net Sales (excluding refunds) by Cohort(1)

LOGO

 

 

(1) The fiscal year 2017 cohort includes customers acquired during the transition period from January 1, 2017 to January 31, 2017.

 

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Embedded Growth from Existing Customers

We continuously seek to grow our share of customers’ wallets, especially as customers expand the set of products that they order online. We believe that our embedded growth from existing customers demonstrates the long-term value of our customer relationships because it is driven by our ability to retain and expand the net sales generated from our customers. Our embedded growth from existing customers compares the net sales for the prior 12-month period from customers acquired before the start of that 12-month period (i.e., excluding newly acquired customers) against the net sales of that 12-month period. Our embedded growth from existing customers reflects any customer attrition.

Our fiscal year 2018 embedded growth from existing customers (for customers acquired before January 29, 2018) was 120%. In other words, our net sales in fiscal year 2018 would have grown by 20% fiscal year over fiscal year as a result of increased spending among our customer base without any net increase in customers (note that adjusting for the 53rd week in fiscal 2018, our embedded growth from existing customers would have been 118%). We believe that our embedded growth from existing customers is driven by our strong value proposition and our superior product offering as well as the loyalty and repeat buying patterns of our customers.

Net Sales Per Active Customer

We believe our net sales per active customer evolution demonstrates our increasing value proposition with pet parents as they continue to shop with us. Through our differentiated customer service offering, we guide customers through the pet parent experience, which could result in higher quality food and treat purchases and also in customers supplementing these purchases with toys and other accessories and/or medicine at Chewy Pharmacy to manage their pet’s health. Our ability to deliver the Chewy experience across multiple product categories has resulted in a net sales per active customer growth trajectory that is consistent across cohorts. Going forward, we intend to continue to introduce new product and service offerings to deepen our relationships with pet parents and increase net sales per active customer.

The chart below reflects annual sales per active customer (excluding refunds) by cohort from our inception through fiscal year 2018. Across cohorts, active customers spend roughly $500 in their second year (i.e., the first full year they have been with us). By their sixth year, active customers spend roughly $750, or 1.5x the spending in their second year. This number continues to grow as the cohorts mature and across cohorts, and the trend has been remarkably consistent throughout our history. In 2018, our oldest cohort, the 2011 cohort, spent $850 per active customer, or 8.3x their 2011 spending of $102 and 1.8x their 2012 spending (i.e., their second year spending) of $466. We expect our total average net sales per active customer to grow as our cohorts mature and as we continue to add new product and service lines.

 

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Net Sales (Excluding Refunds) Per Active Customer by Cohort

 

LOGO

Growth of Our Autoship Subscription Program

We view our Autoship subscription program as a key driver of recurring net sales and customer retention. The chart below shows quarterly Autoship customer sales as well as Autoship customer sales as a percentage of net sales by quarter from the first quarter of fiscal year 2014 to the fourth quarter of fiscal year 2018.

Autoship Customer Sales Growth

for Fiscal Years 2014 - 2018

 

 

LOGO

Our Autoship customer sales reached $2.3 billion in fiscal year 2018, including sales to Autoship customers outside of our Autoship subscription program (estimated to represent an incremental approximately 15% of Autoship customer sales). Autoship customer sales as a percentage of net sales grew from 56% in fiscal year 2014 to 66% in fiscal year 2018. In addition, the average order size of our Autoship customers in absolute dollar

 

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terms was 6% larger than the average order size of our non-Autoship customers in fiscal year 2018. We expect Autoship customer sales to grow in absolute dollar terms as we continue to innovate and market the convenience and savings associated with the program.

Growth in Brand Awareness and Visitors to Our Website and Mobile Applications

We intend to continue investing in marketing efforts to build our brand awareness. From fiscal year 2013 to fiscal year 2018, advertising and marketing spend as a percentage of net sales ranged between approximately 8% and 12%, even as spending in absolute dollar terms increased over the same period driven by increasing levels of new customer acquisitions. Over the near to medium term, we expect an increase in spending on marketing in absolute dollar terms, but over the long term, we expect our spending on marketing as a percentage of net sales to decrease. Additionally, we expect traffic to our website and mobile applications to increase as we continue to invest in product and merchandising innovation and building brand awareness.

Efficiency of Spending on Advertising and Marketing

We are disciplined in tracking and managing new customer acquisition costs (“CAC”) and the lifetime value (“LTV”) of our customers, and we seek to improve the ratio of LTV to CAC in an effort to optimize the efficiency of our spending on advertising and marketing.

CAC is calculated as the advertising and marketing expense attributable to new customer acquisition in a period, inclusive of any first-time discounts offered to Autoship customers, divided by the customers acquired during that same period.

Our spending on advertising and marketing is heavily weighted towards direct response and acquisition channels, with relatively limited spending on retention and other awareness programs. As a result, we are able to manage and track the effectiveness of our spending on advertising and marketing. Given the increasing levels of competition in the market and across the various channels we operate in, we continually monitor and adjust our spending, seeking to maximize new customer acquisitions while ensuring efficient acquisition spending. Although additional spending on advertising and marketing may result in higher losses in the year of acquisition, we believe that net sales and profits generated over multiple years after acquiring a customer make marketing the best investment option for any excess cash generated from our operations.

LTV is calculated as the cumulative contribution profit over a period of time attributable to a particular cohort divided by the number of new customers acquired during that period. LTV is calculated on a quarterly basis (i.e., an annual LTV is the aggregate of four consecutive fiscal quarters of LTV). Contribution profit is defined as gross profit, less any customer service variable costs, fulfillment variable costs, and merchant processing fees.

Through 2018, we have successfully driven higher recurring net sales, which, coupled with our improving margins, has resulted in increasing LTV. We believe our customers have longer LTV than most e-commerce retailers due to our cohort stickiness and length of pet ownership. The average length of dog and cat ownership is roughly 18 years, according to a survey by the APPA. Additionally, only 16% of current pet owners would not get another pet if their current pet died, according to the APPA. We typically track LTV on a three-year basis, which, as a multiple of acquisition cost, was 2.4x for the 2015 cohort (our most recent cohort for which a three-year LTV to CAC is available) and continues to grow as it ages. We have included a chart below that shows the ratio of cumulative LTV to CAC for the 2012-2017 cohorts. Our most recent cohorts had similar behavior for ordering our products as prior cohorts.

 

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High Lifetime Value (LTV) of Customer to

Customer Acquisition Cost (CAC) Ratios

 

 

LOGO

Increasing Cohort Profitability

Our cohorts have negative profitability in their first year due to first order economics and acquisition spending, but become profitable by their second year as repeat revenue from the cohort grows, allowing us to reinvest those profits into acquiring more customers and improving our operations. Although additional spending on advertising and marketing may result in higher losses in the year of acquisition, we believe that net sales and profits generated over multiple years after acquiring a customer make marketing the best investment option for any excess cash generated from our operations. For instance, the profitability of our 2015 cohort turned positive in fiscal year 2016, remained largely flat through fiscal year 2017 before increasing slightly in fiscal year 2018. In addition, net sales from our 2015 cohort in fiscal year 2016 were approximately 1.5x fiscal year 2015 net sales, increasing to 1.6x in fiscal years 2017 and 2018. We believe that the 2015 cohort demonstrates the potential long-term recurring profitability of a single cohort and that the 2015 cohort is a fair representation of our overall customer base.

Investments

We believe that we have an opportunity to continue to achieve significant growth due to the secular shift from in-store to online shopping as well as the relatively low unaided awareness of our brand in the marketplace. In order to realize such growth, we anticipate that our operating expenses will grow substantially as we continue to increase our spending on advertising and marketing, hire additional personnel primarily in merchandising, technology, operations, customer service and general and administrative functions and continue to develop features on our website and mobile applications to improve the customer experience. We believe that such investments will increase the number and loyalty of our customers and, as a result, yield positive returns in the long term.

Component of Results of Operations

Net Sales

We derive net sales primarily from sales of both third-party brand and private brand pet food, pet products, pet medications and other pet health products, and related shipping fees. Sales of third-party brand and private brand pet food, pet products and shipping revenues are recorded when products are shipped, net of promotional discounts and refund allowances. Taxes collected from customers are excluded from net sales. Net sales is primarily driven by growth of new customers and active customers, and the frequency with which customers purchase and subscribe to our Autoship subscription program.

 

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We also periodically provide promotional offers, including discount offers, such as percentage discounts off current purchases and other similar offers. These offers are treated as a reduction to the purchase price of the related transaction and are reflected as a net amount in net sales. Such offers are discretionary, and we expect incentive offers to vary from period to period as a percentage of sales for the foreseeable future.

Cost of Goods Sold

Cost of goods sold consists of the cost of third-party brand and private brand products sold to customers, inventory freight, shipping supply costs, inventory shrinkage costs, and inventory valuation adjustments, offset by reductions for promotions and percentage or volume rebates offered by our vendors, which may depend on reaching minimum purchase thresholds. Generally, amounts received from vendors are considered a reduction of the carrying value of inventory and are ultimately reflected as a reduction of cost of goods sold. We expect cost of goods sold to increase on an absolute dollar basis but remain relatively stable or improve as a percentage of net sales over the long term.

Selling, General and Administrative

Selling, general and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources; costs associated with use by these functions, such as depreciation expense and rent relating to facilities and equipment; professional fees and other general corporate costs; share-based compensation; and fulfillment costs.

Fulfillment costs represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing and related transaction costs and responding to inquiries from customers. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards.

We expect to incur additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations, and professional services. We also anticipate that fulfillment costs will increase on an absolute dollar basis but decrease as a percentage of net sales over the long term. Overall, as we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis but decrease as a percentage of net sales over the long term.

Advertising and Marketing

Advertising and marketing expenses consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities. We expect advertising and marketing expenses to increase on an absolute dollar basis but decrease as a percentage of net sales over the long term.

Interest Income (Expense), Net

Interest income (expense), net consists primarily of interest earned on cash and cash equivalents held by us. We expect interest expense to increase in the future in connection with any borrowings under the new revolving credit facility. See “—Other Liquidity Measures—New Revolving Credit Facility.”

Other Income

Other income consists of miscellaneous non-operating income.

 

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Income Tax Provision

Our income tax provision consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions and uncertain tax positions.

Results of Consolidated Operations

The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

     Fiscal Year  
($ in thousands)    2016      2017      2018  

Consolidated Statements of Operations

        

Net sales

   $ 900,566      $ 2,104,287      $ 3,532,837  

Cost of goods sold

     750,735        1,736,737        2,818,032  
  

 

 

    

 

 

    

 

 

 

Gross profit

     149,831        367,550        714,805  

Operating expenses:

        

Selling, general and administrative

     149,581        451,673        589,507  

Advertising and marketing

     107,677        253,728        393,064  
  

 

 

    

 

 

    

 

 

 

Total operating expenses

     257,258        705,401        982,571  
  

 

 

    

 

 

    

 

 

 

Loss from operations

     (107,427      (337,851      (267,766

Interest income (expense), net

     222        (206      (124

Other income

     41                
  

 

 

    

 

 

    

 

 

 

Loss before income tax provision

     (107,164      (338,057      (267,890

Income tax provision

                    
  

 

 

    

 

 

    

 

 

 

Net loss

   $ (107,164    $ (338,057    $ (267,890
  

 

 

    

 

 

    

 

 

 

 

     Fiscal Year  
(% of net sales)    2016     2017     2018  

Consolidated Statements of Operations

      

Net sales

     100.0     100.0     100.0

Cost of goods sold

     83.4     82.5     79.8
  

 

 

   

 

 

   

 

 

 

Gross profit

     16.6     17.5     20.2

Operating expenses:

      

Selling, general and administrative

     16.6     21.5     16.7

Advertising and marketing

     12.0     12.1     11.1
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     28.6     33.5     27.8
  

 

 

   

 

 

   

 

 

 

Loss from operations

     (11.9 %)      (16.1 %)      (7.6 %) 
  

 

 

   

 

 

   

 

 

 

Interest income (expense), net

     0.0     (0.0 %)      (0.0 %) 

Other income

     0.0     0.0     0.0
  

 

 

   

 

 

   

 

 

 

Loss before income tax provision

     (11.9 %)      (16.1 %)      (7.6 %) 

Income tax provision

     0.0     0.0     0.0
  

 

 

   

 

 

   

 

 

 

Net loss

     (11.9 %)      (16.1 %)      (7.6 %) 
  

 

 

   

 

 

   

 

 

 

 

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Fiscal Year 2017 Compared to Fiscal Year 2018

Net Sales

 

     Fiscal Year                
($ in thousands)    2017      2018      $ Change      % Change  

Consumables

   $ 1,686,572      $ 2,811,950      $ 1,125,378        66.7

Hardgoods

     384,906        632,430        247,524        64.3

Other

     32,809        88,457        55,649        169.6
  

 

 

    

 

 

    

 

 

    

Net sales

   $ 2,104,287      $ 3,532,837      $ 1,428,550        67.9
  

 

 

    

 

 

    

 

 

    

Net sales for fiscal year 2018 increased by $1.4 billion, or 67.9%, to $3.5 billion compared to $2.1 billion in fiscal year 2017. This increase was primarily due to growth in our customer base, with the number of active customers increasing by 3.8 million, or 55.9%, in fiscal year 2018 compared to fiscal year 2017, along with the increased spending among our customers. In addition, the introduction of our private brands contributed to our growth in net sales with the launch of our first hardgoods private brand, Frisco, in late 2016 and two consumables private brands, American Journey and Tylee’s, in 2017. From fiscal year 2017 to fiscal year 2018, private brands net sales grew 136.4%, and represented approximately 5.3% of total net sales for the company.

Cost of Goods Sold and Gross Profit

 

     Fiscal Year               
($ in thousands)    2017     2018     $ Change      % Change  

Cost of goods sold

   $ 1,736,737     $ 2,818,032     $ 1,081,295        62.3

Gross profit

   $ 367,550     $ 714,805     $ 347,255        94.5

Gross margin

     17.5     20.2     

Cost of goods sold for fiscal year 2018 increased by $1.1 billion, or 62.3%, to $2.8 billion compared to $1.7 billion in fiscal year 2017. This increase was primarily due to a 69.4% increase in orders shipped and associated product costs, outbound freight, and shipping supply costs. The increase in cost of goods sold was lower than the increase in orders on a percentage basis, primarily due to lower product costs.

Gross profit for fiscal year 2018 increased by $347.3 million, or 94.5%, to $714.8 million compared to $367.6 million in fiscal year 2017. This increase was primarily due to the year-over-year increase in net sales as described above. Gross profit as a percentage of net sales for fiscal year 2018 increased by 2.7 pts compared to fiscal year 2017, primarily due to lower product costs.

Selling, General and Administrative

 

     Fiscal Year               
($ in thousands)    2017     2018     $ Change      % Change  

Selling, general and administrative

   $ 451,673     $ 589,507     $ 137,834        30.5

As a percentage of net sales

     21.5     16.7     

Selling, general and administrative expenses for fiscal year 2018 increased by $137.8 million, or 30.5%, to $589.5 million compared to $451.7 million in fiscal year 2017. This increase was primarily due to an increase of $144.9 million in fulfillment costs largely attributable to increased investments to support overall growth of our business, including the opening of a new fulfillment center and the expansion of customer service headcount. We also expanded our corporate office and increased headcount in IT, merchandising, and other corporate departments, resulting in an increase in compensation and facilities expense and other general and administrative items of $66.9 million. The remaining increase in selling, general and administrative expenses in fiscal year 2018

 

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was due to an increase in depreciation and amortization of $10.7 million. Further, included in fiscal year 2017 were one-time expenses of $33.9 million for compensation expenses to our employees and $28.1 million of acquisition-related costs incurred for our benefit as part of PetSmart’s acquisition of us. Additionally, included in fiscal year 2017 were non-income tax based reserves of $22.5 million.

Advertising and Marketing

 

     Fiscal Year               
($ in thousands)    2017     2018     $ Change      % Change  

Advertising and marketing

   $ 253,728     $ 393,064     $ 139,336        54.9

As a percentage of net sales

     12.1     11.1     

Advertising and marketing expenses for fiscal year 2018 increased by $139.3 million, or 54.9%, to $393.1 million compared to $253.7 million in fiscal year 2017. This increase was primarily due to an increase in advertising and marketing through existing channels, which resulted in a $127.2 million increase in advertising and marketing spending in fiscal year 2018 and contributed to an increase in the number of active customers by 3.8 million, or 55.9%, in fiscal year 2018. The remaining increase of $12.1 million in advertising and marketing expense in fiscal year 2018 was primarily due to increased spending as part of the continued effort to deliver the “WOW” experience to our customers.

Interest Income (Expense), Net

 

     Fiscal Year               
($ in thousands)    2017     2018     $ Change      % Change  

Interest income (expense), net

   $ (206   $ (124   $ 82        39.8

As a percentage of net sales

     (0.0 %)      (0.0 %)      

Interest income (expense), net for fiscal year 2018 increased by $0.1 million, or 39.8%, to $(0.1) million compared to $(0.2) million in fiscal year 2017. This increase was primarily due to the retirement of our revolving credit facility in fiscal year 2017 as a result of PetSmart’s acquisition of us.

Other Income

Other income was zero for fiscal year 2018 and fiscal year 2017.

Income Tax Provision

Income tax provision was zero for fiscal year 2018 and fiscal year 2017 as we maintained a full valuation allowance against our net deferred tax assets.

Fiscal Year 2016 Compared to Fiscal Year 2017

Net Sales

 

     Fiscal Year                
($ in thousands)    2016      2017      $ Change      % Change  

Consumables

   $ 755,603      $ 1,686,572      $ 930,969        123.2

Hardgoods

     140,677        384,906        244,229        173.6

Other

     4,286        32,809        28,523        665.5
  

 

 

    

 

 

    

 

 

    

Net sales

   $ 900,566      $ 2,104,287      $ 1,203,721        133.7
  

 

 

    

 

 

    

 

 

    

 

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Net sales for fiscal year 2017 increased by $1.2 billion, or 133.7%, to $2.1 billion compared to $900.6 million in fiscal year 2016. This increase was primarily due to growth in our customer base, with the number of active customers increasing by 3.8 million, or 123.8%, in fiscal year 2017 compared to fiscal year 2016, along with the increase in spending among our customers. In addition, the introduction of our private brands contributed to our growth in net sales with the launch of our first hardgoods private brand, Frisco, in late 2016 and two consumables private brands, American Journey and Tylee’s, in 2017. Private brands net sales grew 601.8% from fiscal year 2016 to fiscal year 2017, and represented 3.7% of total net sales for the company.

Cost of Goods Sold and Gross Profit

 

     Fiscal Year     $ Change      % Change  
($ in thousands)    2016     2017  

Cost of goods sold

   $ 750,735     $ 1,736,737     $ 986,002        131.3

Gross profit

   $ 149,831     $ 367,550     $ 217,719        145.3

Gross margin

     16.6 %      17.5 %      

Cost of goods sold for fiscal year 2017 increased by $986.0 million, or 131.3%, to $1.7 billion compared to $750.7 million in fiscal year 2016. This increase was primarily due to a 149% increase in orders shipped and associated product costs, outbound freight, and shipping supply costs. The increase in cost of goods sold was lower than the increase in orders on a percentage basis, primarily due to lower freight and packaging costs and higher vendor rebates.

Gross profit for fiscal year 2017 increased by $217.7 million, or 145.3%, to $367.6 million compared to $149.8 million in fiscal year 2016. This increase was primarily due to the year-over-year increase in net sales described above. Gross profit as a percentage of net sales for fiscal year 2017 increased by 0.9% compared to fiscal year 2016, primarily due to lower freight and packaging costs and higher vendor rebates.

Selling, General and Administrative

 

     Fiscal Year     $ Change      % Change  
($ in thousands)    2016     2017  

Selling, general and administrative

   $ 149,581     $ 451,673     $ 302,092        202.0

As a percentage of net sales

     16.6     21.5     

Selling, general and administrative expenses for fiscal year 2017 increased by $302.1 million, or 202.0%, to $451.7 million compared to $149.6 million in fiscal year 2016. This increase was primarily due to an increase of $155.1 million largely attributable to increased investments to support the overall growth of our business, including the opening of three new fulfillment centers and the expansion of our customer service headcount. We also opened two new customer service centers, a second corporate office, and increased headcount in IT, merchandising, and other corporate departments, resulting in an increase in compensation and facilities expense and other general and administrative expenses of $55.0 million. Further, included in fiscal year 2017 are one-time expenses of $33.9 million for compensation expenses to our employees and $28.1 million of acquisition-related costs incurred for our benefit as part of PetSmart’s acquisition of us. The remaining increase in selling, general and administrative expenses in fiscal year 2017 was due to an increase in non-income tax based reserves of $22.5 million and an increase in depreciation and amortization of $7.5 million.

Advertising and Marketing

 

     Fiscal Year     $ Change      % Change  
($ in thousands)    2016     2017  

Advertising and marketing

   $ 107,677     $ 253,728     $ 146,051        135.6

As a percentage of net sales

     12.0     12.1     

 

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Advertising and marketing expenses for fiscal year 2017 increased by $146.1 million, or 135.6%, to $253.7 million compared to $107.7 million in fiscal year 2016. This increase was primarily due to the launch of new advertising and marketing channels in the third quarter of fiscal year 2016 and an increase in advertising and marketing through existing channels, which resulted in a $137.5 million increase in advertising and marketing spending in fiscal year 2017 and contributed to an increase in the number of active customers by 3.8 million, or 123.8%, in fiscal year 2017. The remaining increase of $8.6 million in advertising and marketing expenses in fiscal year 2017 was primarily due to increased spending as part of the continued effort to deliver the “WOW” experience to our customers.

Interest Income (Expense), Net

 

     Fiscal Year               
($ in thousands)    2016     2017     $ Change      % Change  

Interest income (expense), net

   $ 222     $ (206   $ (428      (192.8 %) 

As a percentage of net sales

     0.0     (0.0 %)      

Interest income (expense), net for fiscal year 2017 decreased by $0.4 million, or 192.8%, to $(0.2) million compared to $0.2 million in fiscal year 2016. The decrease was primarily due to the write-off of capitalized debt issuance costs in connection with the retirement of our revolving credit facility as a result of PetSmart’s acquisition of us.

Other Income

 

     Fiscal Year                
($ in thousands)    2016     2017      $ Change      % Change  

Other income

   $ 41     $ —        $ (41      (100.0 %) 

As a percentage of net sales

     0.0     —          

Other income was not material for fiscal year 2017 and fiscal year 2016.

Income Tax Provision

Income tax provision was zero for fiscal year 2017 and fiscal year 2016 as we maintained a full valuation allowance against our net deferred tax assets.

 

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Unaudited Quarterly Results of Operations Data

The following table sets forth our unaudited quarterly consolidated results of operations data for each of the quarterly periods in our fiscal years ended January 28, 2018 and February 3, 2019. Our unaudited quarterly results of operations data have been prepared on the same basis as our audited consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the financial information set forth in the table below reflects all normal recurring adjustments necessary for the fair statement of results of operations for these periods in accordance with generally accepted accounting principles in the United States. Our historical results are not necessarily indicative of the results that may be expected in the future and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year. This data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

 

     13 Weeks Ended  
($ in thousands)    April 30,
2017
    July 30,
2017
    October 29,
2017
    January 28,
2018
    April 29,
2018
    July 29,
2018
    October 28,
2018
    February 3,
2019
 
Consolidated Statements of Operations                 

Net sales

   $ 412,663     $ 491,167     $ 550,459     $ 649,998     $ 763,462     $ 805,587     $ 875,630     $ 1,088,158  

Cost of goods sold

     336,610       405,435       456,065       538,627       613,474       639,711       703,589       861,258  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     76,053       85,732       94,394       111,371       149,988       165,876       172,041       226,900  

Operating expenses:

                

Selling, general and administrative

     72,971       136,860       117,944       123,898     $ 123,152     $ 139,748     $ 150,373     $ 176,234  

Advertising and marketing

     57,594       60,597       63,209       72,328       86,661       89,263       100,163       116,977  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     130,565       197,457       181,153       196,226       209,813       229,011       250,536       293,211  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (54,512     (111,725     (86,759     (84,855     (59,825     (63,135     (78,495     (66,311

Interest income (expense), net

     70       (379     1       102       10       21       (122     (33

Income tax provision

     —         —         —         —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (54,442   $ (112,104   $ (86,758   $ (84,753   $ (59,815   $ (63,114   $ (78,617   $ (66,344
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Quarterly Net Sales Trends

Quarterly net sales increased quarter-over-quarter in each period presented above primarily due to growth in our customer base and increased spending by our customers.

Quarterly Cost of Goods Sold and Gross Profit Trends

Quarterly cost of goods sold increased quarter-over-quarter in each period presented above primarily due to increases in orders shipped and associated product costs, outbound freight, and shipping supply costs.

Quarterly gross profit generally increased quarter-over-quarter in each period presented above primarily due to the increase in net sales.

Quarterly Operating Expenses Trends

Quarterly operating expenses have generally increased quarter-over-quarter in each period presented above primarily due to an increase in fulfillment costs largely attributable to increased investments to support overall growth of our business, the expansion of headcount, and spending to increase the number of active customers.

 

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Liquidity and Capital Resources

Since our inception, we have financed our operations and capital expenditures primarily through sales of convertible redeemable preferred stock, cash flows generated by operations, our previous revolving credit facility, and net receivables/payables from PetSmart. Our principal sources of liquidity following this offering are expected to be our cash and cash equivalents and our new revolving credit facility. Cash and cash equivalents consist primarily of cash on deposit with banks and investments in money market funds. Cash and cash equivalents totaled $88.3 million as of February 3, 2019, an increase of $19.5 million from January 28, 2018.

We believe that our cash and cash equivalents and availability under our new revolving credit facility will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures or other strategic investments. Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section of this prospectus titled “Risk Factors.” Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

Historical Cash Flows

 

     Fiscal Year  
($ in thousands)    2016      2017      2018  

Net cash provided by (used in) operating activities

   $ 7,252      $ (79,747    $ (13,415

Net cash provided by (used in) investing activities

     (22,272      (195,804      31,838  

Net cash provided by financing activities

     74,731        187,849        1,141  

Operating Activities

Cash provided by operating activities consisted of net loss adjusted for non-cash items, including depreciation and amortization, share-based compensation expense and certain other non-cash items, as well as the effect of changes in working capital and other activities.

Net cash used in operating activities was $13.4 million for fiscal year 2018, primarily consisting of $267.9 million of net loss, adjusted for certain non-cash items, which primarily included depreciation and amortization expense of $23.2 million and $14.4 million of share-based compensation expense, as well as a $196.9 million decrease in cash consumed by working capital primarily driven by an increase in our accounts payable and accrued expenses and other current liabilities offset by higher inventories, prepaid expenses, and other current assets and accounts receivable.

Net cash used in operating activities was $79.7 million for fiscal year 2017, primarily consisting of $338.1 million of net loss, adjusted for certain non-cash items, which primarily included depreciation and amortization expense of $12.5 million and $11.2 million of share-based compensation expense, as well as a $200.4 million decrease in cash consumed by working capital primarily driven by an increase in our accounts payable and accrued expenses and other current liabilities and offset by higher inventories, prepaid expenses and other current assets and accounts receivable. Excluding the impact of expenses associated with PetSmart’s acquisition of us in 2017, net cash used in operating activities would have been $16.9 million for fiscal year 2017.

Net cash provided by operating activities was $7.3 million for fiscal year 2016, primarily consisting of $107.2 million of net loss, adjusted for certain non-cash items, which primarily included depreciation and

 

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amortization expense of $5.0 million and $5.2 million of share-based compensation expense, as well as a $100.6 million decrease in cash consumed by working capital primarily driven by an increase in our accounts payable and accrued expenses and other current liabilities and offset by higher inventories, prepaid expenses and other current assets and accounts receivable.

Investing Activities

Our primary investing activities consisted of purchases of property and equipment, mainly for the launch and expansion of our physical fulfillment capabilities, as well as purchases of servers and networking equipment, leasehold improvements, and capitalization of labor related to our website, mobile applications, and software development at our new facilities.

Net cash provided by investing activities was $31.8 million for fiscal year 2018, primarily consisting of $76.0 million of cash reimbursements net of advances from PetSmart, partially offset by $44.2 million of capital expenditures related to the launch of new fulfilment centers, the expansion of corporate and customer services offices, and additional investments in IT hardware and software. Net cash used in investing activities was $195.8 million for fiscal year 2017, primarily consisting of $155.5 million of net cash advances provided to PetSmart and $40.3 million of costs related to the launch of three new fulfillment centers, the expansion of corporate and customer service offices, and additional investments in IT hardware and software. For fiscal year 2016, net cash used in investing activities was $22.3 million, primarily related to purchases of property and equipment.

Financing Activities

Net cash provided by financing activities was $1.1 million for fiscal year 2018, primarily consisting of a $1.3 million contribution from PetSmart, partially offset by $0.2 million of principal repayments of capital lease obligations. Net cash provided by financing activities was $187.8 million for fiscal year 2017, primarily consisting of $125.0 million in proceeds from the issuance of Series F convertible redeemable preferred stock in April 2017 and the contribution from PetSmart of $62.9 million. For fiscal year 2016, net cash provided by financing activities was $74.7 million, primarily consisting of $75.0 million in proceeds from the issuance of Series E convertible redeemable preferred stock.

Other Liquidity Measures

New Revolving Credit Facility

In connection with this offering, we plan to enter into a new five-year senior secured asset-backed credit facility (the “new revolving credit facility”) providing for non-amortizing revolving loans in an aggregate principal amount of up to $300 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves), for working capital and other general corporate purposes. The new revolving credit facility is expected to provide us the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount of up to $100 million, subject to customary conditions.

Borrowings under the new revolving credit facility will bear interest at a rate per annum equal to an applicable margin, plus, at our option, either a base rate or a LIBOR rate. The applicable margin will generally be determined based on our average excess liquidity during the immediately preceding fiscal quarter as a percentage of the maximum borrowing amount under the facility, and will be between 0.25% and 0.75% for base rate loans and between 1.25% and 1.75% for LIBOR loans. We will also be required to pay a commitment fee of between 0.25% and 0.375% in respect of the undrawn portion of the commitments, which will generally be based on average daily usage of the facility.

All obligations under the new revolving credit facility will be guaranteed on a senior secured first-lien basis by our wholly-owned domestic subsidiaries, subject to certain exceptions, and secured, subject to permitted liens and other exceptions, by a perfected first-priority security interest in substantially all of our assets.

 

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The new revolving credit facility will contain a number of covenants that, among other things, restrict our ability to:

 

   

incur or guarantee additional debt and issue certain equity securities;

 

   

make certain investments and acquisitions;

 

   

make certain restricted payments and payments of certain indebtedness;

 

   

incur certain liens or permit them to exist;

 

   

enter into certain types of transactions with affiliates;

 

   

merge or consolidate with another company; and

 

   

transfer, sell or otherwise dispose of assets.

Each of these restrictions will be subject to various exceptions.

In addition, the new revolving credit facility is expected to require us to maintain a minimum fixed charge coverage ratio of 1.0:1.0 if excess availability under the facility is less than the greater of 10% of the maximum borrowing amount and $30 million for a certain period of time.

The new revolving credit facility will also contain certain customary affirmative covenants and events of default for facilities of this type, including an event of default upon a change in control.

Intercompany Loan Agreements

We and PetSmart are parties to an intercompany loan agreement pursuant to which each party may make loans from time to time to the other. As of May 5, 2019, PetSmart owed us approximately $74.7 million under the agreement. In the event we sign an underwriting agreement pursuant to which we will receive substantially the amount of net proceeds from the sale of shares of Class A common stock by us in this offering as described in “Use of Proceeds”, we and PetSmart may terminate the agreement prior to completion of this offering without cash repayment of the outstanding loans, in which case we would not receive any cash or other consideration in repayment of the loan.

Contractual Obligations

The following table summarizes our contractual obligations as of February 3, 2019.

 

            Payments Due by Periods  
($ in thousands)    Total      < 1 year      1-3 years      3-5 years      > 5 years  

Operating lease obligations

   $ 298,106      $ 32,207      $ 73,675      $ 63,375      $ 128,849  

Advertising purchase commitments

     7,662        7,662        —          —          —    

Services purchase commitments

     7,915        3,519        3,735        661        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 313,683      $ 43,388      $ 77,410      $ 64,036      $ 128,849  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

We lease all of our fulfillment and customer service centers, corporate offices and certain equipment under non-cancelable operating leases. These leases expire at various dates through 2031.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our

 

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consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. Please refer to Note 2 to the accompanying consolidated financial statements included elsewhere in this prospectus for information about these critical accounting policies, as well as a description of our other significant accounting policies.

Revenue Recognition

We recognize revenues from product sales when the customer orders an item through our website or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is shipped from one of the Company’s fulfillment centers and delivered to the carrier. Revenue is recognized on a gross basis as the Company is (i) the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and provides the primary customer service for all products sold on our website or mobile applications, (ii) has inventory risk before the products have been transferred to a customer and maintains inventory risk upon accepting returns, and (iii) has discretion in establishing the price for the specified products sold on our website or mobile applications.

We generate net sales from sales of pet food, pet products, pet medications and other pet health products, and related shipping fees.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. To encourage customers to purchase its products, the Company periodically provides incentive offers. Generally, these promotions include current discount offers, such as percentage discounts off current purchases and other similar offers. These offers, when accepted by customers, are treated as a reduction to the transaction price. Revenue typically consists of the consideration received from the customer when the order is executed less a refund allowance, which is estimated using historical experience.

Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

Inventories and Cost of Goods Sold

Our inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out method and valued at the lower of cost or net realizable value.

Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of goods sold.

Cost of goods sold includes the purchase price of inventory sold, freight costs associated with inventory, shipping supply costs, inventory shrinkage costs and valuation adjustments and reductions for promotions and discounts offered by our vendors.

We have agreements with vendors to receive funds for promotions and either percentage or volume rebates. We primarily receive agreed upon percentage rebates from vendors. However, certain of our vendor rebates are dependent upon reaching minimum purchase thresholds. Generally, amounts received from vendors are considered a reduction of the carrying value of our inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in our consolidated statement of operations.

 

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Loss Contingencies

We may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. We accrue for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. We do not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, we disclose the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed.

Income Taxes

As a result of our corporate conversion in March 2016, we became subject to U.S. federal, state and local corporate income taxes. Prior to this, Chewy was a limited liability company treated as a partnership and therefore was not a taxpaying entity for federal, state and local income tax purposes. Accordingly, Chewy.com, LLC’s taxable loss was allocated to its members in accordance with its Limited Liability Company Agreement.

Subsequent to PetSmart’s acquisition of us, we are included in the consolidated U.S. federal and in certain state income tax returns of PetSmart. The income tax provisions and related deferred tax assets and liabilities that have been reflected in our consolidated financial statements are based on the separate return method and have been estimated as if we were a separate taxpayer from PetSmart.

Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of existing assets and liabilities and their corresponding tax bases. Deferred taxes are measured using enacted tax rates to be in effect when it is expected that these assets or liabilities are realized or settled. Deferred tax assets are reduced by a valuation allowance for any portion that is not more likely than not to be realized. Valuation allowances as of January 28, 2018 and February 3, 2019 were principally to offset certain deferred tax assets for net operating loss carryforwards.

Share-Based Compensation

We measure the cost of employee services received in exchange for a grant of a share-based award, including stock option awards, restricted stock awards (“RSAs”) and profits interest units (“PIUs”), using the grant-date fair value of the award. We estimate the fair value of each share-based compensation award on the date of grant using the Black-Scholes model and recognize share-based compensation expense in our consolidated statements of operations over the period during which the required services are provided to us on a straight-line basis. The measurement of share-based compensation to non-employees requires the fair value of an award to be remeasured at fair value as the award vests.

The Black-Scholes model requires the use of several variables to estimate the grant-date fair value of our share-based compensation awards including expected term, expected volatility and risk-free interest rates. We estimate forfeitures for our share-based compensation awards and recognize compensation cost only for those awards expected to vest. Forfeiture rates are determined for employees and non-employees based on historical experience and our estimate of future vesting and are adjusted from time to time based on actual forfeitures.

Common Stock Valuation

The fair value of our equity instruments has historically been determined based on information available at the time of granting. Given the absence of a public trading market for our equity, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, our management has exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our equity instruments at each grant date.

 

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These factors included:

 

   

our operating and financial performance;

 

   

current business conditions and projections;

 

   

the likelihood of achieving a liquidity event for the underlying equity instruments, such as an initial public offering or sale of our company, given prevailing market conditions;

 

   

the lack of marketability of our shares; and

 

   

the market performance of comparable publicly traded companies.

In valuing our equity instruments, we determined the equity value of our business using a weighted blend of the income and market approaches. The income approach estimates the fair value of a company based on the present value of such company’s future estimated cash flows and the residual value of such company beyond the forecast period. These future values are discounted to their present values to reflect the risks inherent in such company achieving these estimated cash flows.

Significant inputs of the income approach (in addition to our estimated future cash flows themselves) include the long-term growth rate assumed in the residual value, discount rate and normalized long-term operating margin. The terminal value was calculated to estimate our value beyond the forecast period by applying valuation metrics to the final year of our forecasted net sales and discounting that value to the present value using the same weighted average cost of capital applied to the forecasted periods.

Application of these approaches involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.

Following this offering, it will not be necessary to determine the fair value of our common stock using this valuation approach as shares of our common stock will be traded in the public market.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this prospectus.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As a result of PetSmart’s acquisition of us, on May 31, 2017, Ernst & Young LLP (the “Former Auditor”) was dismissed as our independent registered public accounting firm. Our board of directors approved the dismissal of the Former Auditor on May 31, 2017.

The Former Auditor’s audit report on our consolidated financial statements for fiscal year 2016 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2016 and 2015, and through the subsequent interim period on or prior to dismissal, (a) there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) between us and the Former Auditor on any matter of accounting principles or practices, financial statement

 

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disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in their reports on the financial statements for such years; and (b) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

We provided the Former Auditor with a copy of the disclosures that it is making in this Registration Statement on Form S-1 prior to the time this Registration Statement was publicly filed with the SEC. We have requested that the Former Auditor furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein, a copy of which will be filed by amendment as Exhibit 16.1 hereto.

Effective May 31, 2017, our board of directors appointed Deloitte & Touche LLP as its new independent registered public accounting firm. During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 31, 2017, neither we nor anyone acting on our behalf has consulted with Deloitte & Touche LLP with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” or “reportable event” within the meaning of Item 304(a)(1) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market Risk

We have operations only within the U.S. and therefore do not have foreign currency exposure. We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk

Our cash equivalents consist primarily of demand and money market accounts and have an original maturity date of 90 days or less. The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short term nature of these instruments. Any future borrowings incurred under the new revolving credit facility would accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence. A 10% increase or decrease in interest rates would not have a material effect on our interest income or expense.

 

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OUR BUSINESS

Overview

Our mission is to be the most trusted and convenient online destination for pet parents everywhere. Since our launch, we have created the largest pure-play pet e-tailer in the United States, offering virtually everything a pet needs. We believe that we are the preeminent online destination for pet parents as a result of our broad selection of high-quality products, which we offer at great prices and deliver with an exceptional level of care and a personal touch. We are the trusted source for pet parents and continually develop innovative ways for our customers to engage with us. We partner with more than 1,600 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding private brands. The loyalty of our customers has helped us deliver more than 100 million orders since 2011. From fiscal year 2012 to fiscal year 2018, our net sales per active customer grew from $223 to $334 and our net sales grew from $26 million to $3.5 billion. In addition, Autoship customer sales have grown from $115 million in fiscal year 2014 to $2.3 billion in fiscal year 2018.

We launched Chewy in 2011 to bring the best of the neighborhood pet store shopping experience to a larger audience, enhanced by the depth and wide selection of products and around-the-clock convenience that only e-commerce can offer. At Chewy, we love pets and pet parents. We view pets as family and are obsessed with serving pet parents by meeting all of their needs and exceeding expectations through every interaction. Over the past seven years, we have successfully created a customer-centric culture, striving to “WOW” our customers through exceptional customer service and expert advice available around the clock, every day of the year. Our high-quality service and customer satisfaction are demonstrated by our strong Net Promoter Score, which we have calculated to be 86 for fiscal year 2018. Through our website and mobile applications, we offer our customers more than 45,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service. In addition, our Autoship subscription program makes shopping with us even easier, providing pet parents with a convenient and flexible automatic reordering process.

Growth in Net Sales

 

 

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Our Industry

The pet industry in the United States—including food, supplies, veterinary services, and non-medical services—is a growing and highly-attractive market, with 2017 sales reaching approximately $70 billion.

Pet Products and Services Market by Product

 

 

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Source: APPA 2018, Packaged Facts.

Some key characteristics of the pet industry include:

 

   

Projected growth in pet spending: According to Packaged Facts, spending on pet products and services grew at a 5.4% CAGR from 2012 to 2017 and is projected to continue its historically consistent growth at a 4.2% CAGR from 2017 to 2022.

 

   

Rapid shift to online, with significant remaining runway: The pet industry, like many others in the United States, is in the midst of a shift from in-store to online purchases, with e-commerce representing a 14% share of the food and supplies market segment in 2017, up from 4% in 2015, and projected to grow to approximately 25% by 2022. We believe that the secular trend toward online shopping can continue for a significant period as online pet product spending remains relatively low compared to some other sectors. According to third-party estimates, online spending on pet food and supplies is calculated to be $6 billion in 2017, and is expected to grow at a 17% CAGR from 2017 to 2022 as a result of the secular shift from offline to online spending and the expected consistent growth in overall market spending—though third-party estimates have historically under-forecast the speed of the shift from in-store to online.

 

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Projected Growth in Online Penetration

 

 

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Source:

Packaged Facts, Euromonitor 2018. Pet care includes pet food and pet products and excludes veterinary supplies and services as well as non-medical services.

 

   

Growth in number of households with pets: As of December 31, 2016, there were almost 85 million households in the United States with at least one pet, up from nearly 73 million in 2010, according to the APPA. The growth in pet households occurred across generations, with the percentage of young adults (ages 18 to 24) that own dogs or cats growing from approximately 44% in 2010 to approximately 53% in 2017, according to Packaged Facts.

 

   

“Pet humanization” driving higher spending per pet: Pet parents increasingly view pets as part of the family and are willing to spend increasingly larger dollar amounts on higher-quality goods and services for those family members. According to Packaged Facts, approximately 90% of dog owners and 86% of cat owners in 2018 considered their pets to be a part of the family.

The pet humanization trend manifests in multiple ways in the United States, such as the following:

 

   

Premium Consumables: There is an increased focus on the impact of diet on pet health, leading to higher spending per pet on premium, healthier pet foods that are more expensive. Half of dog and cat owners feel that natural/organic brand pet products are often better than standard national brand products, according to Packaged Facts. Approximately 75% of pet product buyers in 2018 were willing to pay more for healthier pet food products, up from 67% in 2015, according to Packaged Facts.

 

   

Healthcare: Spending on pet healthcare, including pet drug prescriptions and pet health insurance, has increased. According to the APPA, approximately 25% of dog and cat owners would prioritize their pets over themselves when considering large medical expenses while another 25% were not sure who they would prioritize. In addition, approximately 75% of dog owners and more than 50% of cat owners gave their pet a medication or drug in 2016. Furthermore, 10% of dog owners and 5% of cat owners carried health insurance for their pets in 2016, up from 4% of dog owners and 1% of cat owners in 2010.

 

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Pet Medication Market Continues to Grow

(market size, $ in billions)

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Source:

Packaged Facts.

 

   

Services: Annual spending on non-medical pet services (including grooming, boarding, sitting, walking, and training) grew 25% from $105 per pet-owning household in 2013 to $131 in 2017, according to Packaged Facts.

 

   

Consistency of spending and resilience during economic downturns: Spending on pets is a necessity and most customers purchase frequently and in regular intervals. The pet industry is one of the most resilient categories during economic downturns because of the nature of the pet parent / pet relationship. For example, during the recession of 2008 to 2010, overall consumer spending in the United States declined while pet spending in the United States increased by 12%, according to the APPA. In 2010 alone, spending in the United States on entertainment fell 7.0%, food fell 3.8%, housing fell 2.0% and apparel and services fell 1.4%, according to the U.S. Bureau of Labor Statistics, while spending on pets rose 6.2%, according to the APPA.

U.S. Pet Industry Grew During the Recession of 2008 to 2010

(market size, $ in billions)

 

 

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Source: APPA (2005-2018E).

 

   

Highly fragmented industry: The retail pet products industry is highly fragmented, with e-commerce sales continuing to grow faster than the overall market and the market share of brick-and-mortar competitors rapidly shifting to e-commerce.

 

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Pet Care Is a Fragmented Industry

 

 

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Source:

Packaged Facts 2018. Pet care includes pet food and pet products and excludes veterinary supplies and services as well as non-medical services.

 

   

Low seasonality: We benefit from an industry that experiences relatively low seasonality in consumer demand. This low seasonality provides us with more predictable net sales and allows us to optimize asset utilization and inventory levels.

What Sets Us Apart

We are a passionate group of people who love pets of all breeds, types, shapes, and sizes. We believe that pet parents are attracted to our trusted and convenient offering of high-quality products via our versatile e-commerce platform, and that they continue to shop with us because we offer personalized, high-touch customer service to every customer, every day, and in every interaction.

Our Value Proposition to Customers

Our value proposition to customers is driven by our broad selection of high quality products at competitive prices, an easy and enjoyable shopping experience, fast and reliable delivery options, including our convenient Autoship subscription program, and strong commitment to serving and bringing delight to our loyal customers. We are dedicated to customer service and believe that this sets us apart from our competitors. We have almost 10,000 team members, known as “Chewtopians,” in 12 locations across the United States, who are available to serve our customers 24/7 every single day of the year. We believe that our customers are loyal because we strive to provide exceptional service every time they interact with us. Our highly trained and passionate CSRs are available to provide the type of tailored, knowledgeable service and guidance that customers can usually find only at the highest quality neighborhood pet stores. Our high-quality service and customer satisfaction are demonstrated by our Net Promoter Score, which we have calculated to be 86 for fiscal year 2018. Our customer service is further enhanced by our internally developed technology platform, which serves our customers through its easy-to-use functionality, and by offering everything from educational resources to 24/7 access to our online pet experts.

Our Value Proposition to Partners

We believe that the rapid growth of our customer base and net sales, coupled with our versatile e-commerce platform, provide our partners with the opportunity to grow their brands. Our partners benefit from our

 

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investments in cutting-edge technology and educational resources, including free educational videos about their products. In addition, our Autoship subscription program leads to increased repeat orders of our partners’ products by our customers. Our robust distribution and fulfillment network also benefits our partners by providing fast and reliable delivery options for their products.

Our Strengths

 

   

Chewy’s commitment to customer service is the core of our brand, and our customers love us for it:

 

   

Customer centricity: Everything about our company is organized around our commitment to provide an exceptional customer experience. We make the shopping experience easy and enjoyable, and that makes finding and buying the right product an amazing start to the customer journey. We provide competitive prices, customizable and convenient automatic reordering, and fast and reliable order delivery.

 

   

Customer service expertise that is knowledgeable and empowered: Our CSRs share a common bond: they love pets. This shared passion is evident in every interaction they have with our customers, whether via phone, email, or interactive live-chat. In addition, contacting us is easy, with virtually all customer calls being answered in less than six seconds. From the moment they join Chewy, our CSRs receive extensive training from our knowledgeable team, learning the ins and outs of the world of pets and our product offering. Thereafter, they continue learning about brands and pets of all types via recurring training sessions available to CSRs. This allows them to further hone their ability to deliver highly specialized, informed, and authentic advice to our customers.

 

   

Engaging with customers on a personalized level: We empower our CSRs to go above and beyond for our customers, and they do so with the knowledge that our commitment to our customers is our number one priority. We engage with pet parents thousands of times per day, and we embrace the opportunity to “WOW” our customers each time, from surprising them with a hand-painted pet portrait to sending flowers to a family who has recently lost their pet. In addition, we have developed integrated technology that enables us to capture personalized profiles for each of our customers as well as their pets so that we may provide them with personalized recommendations. The expertise of our CSRs, combined with the powerful tools that we provide them, allows us to deliver a high-touch and high-quality experience to our customers, which we believe results in higher retention rates.

 

   

We offer the widest assortment of pet products available of any pet specialty retailer—and we continue to grow that assortment—which we offer at competitive prices: We carry more than 1,600 carefully selected brands, representing the best and most popular products, and we regularly add new ones as we strive to offer everything that pet parents may want for their pets. In addition, we offer a wide range of free educational media (such as blogs and videos on our website) to enhance our product offering and the buying experience, helping pet parents choose the right product for their pet.

 

   

We have a loyal customer base whose spending with us grows over time, underscoring our value proposition: Our customers spend more on average the longer they remain active, increasing their total spending with us after the first year from their initial order. Customers who remain active on our site spend an average of three to four times as much in their third year as they did in their first year, and total net sales across all customers in that cohort increase over time, reaching approximately 1.5x their first year sales. This consistency in spending by our customers provides us with a relatively predictable revenue stream over long periods of time, giving us confidence in our investment strategy. Payback on customer acquisition is relatively fast and improves as we gain a greater share of our customers’ wallets. Autoship customer sales represented approximately 66% of our net sales in fiscal year 2018, demonstrating the strong customer retention of our platform.

 

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Our highly efficient and effective distribution network provides exceptional delivery with ongoing cost advantages and superior customer service: Our strategic placement of seven fulfillment centers across the United States enables us to cost-efficiently ship to approximately 80% of the U.S. population overnight and almost 100% in two days. The high volume of our sales, high participation rate in our Autoship subscription program, and relatively low seasonality of our business allow us to optimize asset utilization across our network and lower our fixed and variable cost per unit and our inventory levels.

 

   

We have positive unit economics and high customer retention rates: We realize increasing profitability from repeat customer orders, and we continue to optimize our operations to expand our margins. Our economic model has demonstrated exceptional retention rates and in fiscal year 2018 our business achieved 120% of sales from our existing customer base from the prior fiscal year. Our embedded growth from existing customers is supported by the ease and convenience of our Autoship subscription program and the exceptional customer experience that we provide. Our marketing programs, coupled with our high customer retention rates, yield high returns on investment, which in turn enable us to continue to invest in growth. All of these attributes work together to form the backbone of our superior business model.

 

   

We deploy capital efficiently: We invest cash flow generated from our existing customer base to attract new customers. Given the fast and consistent payback levels from our customers, we invest free cash flow in marketing to attract new customers. We have grown from $204 million in net sales in fiscal year 2014 to $3.5 billion in net sales in fiscal year 2018 while using only $143 million of free cash flow across fiscal years 2015 to 2018 (excluding one-time cash expenses associated with PetSmart’s acquisition of us in 2017).

 

   

Our technology platform is scalable: Our advanced technology platform was developed to enable us to grow our sales volume and increase the number of active customers while reducing marginal transaction and operational costs. Given the significant fixed-cost component of our technology platform, we expect that our cost per transaction will continue to decrease as our sales volume grows. The scalability and integrated nature of our technology platform also allow us to run our operations in a cost-efficient manner by decreasing the number of operational personnel and automating many of our planning and fulfillment processes. For example, we have significantly improved our processes for picking and packing orders through better forecasting, inventory placement, and optimal labor planning. Our customer service model, while “high touch,” provides our CSRs with up-to-date customer data and cutting-edge tools to optimize their productivity. As we continue to grow, we expect that we will be able to further scale our fixed costs.

 

   

Our partnership with PetSmart provides us with increased scale and reach: Chewy and PetSmart enjoy a shared commitment to pets and pet parents and work closely to leverage our combined scale to lower costs and pass the savings on to our customers. We coordinate purchases across our operations, reducing costs and enabling us to invest those savings in growth. We use our individual strengths, such as a large physical network of more than 1,600 PetSmart stores and the scale and convenience of our e-commerce platform, to bring a more complete catalog to our customers. In late 2018, PetSmart began selling our American Journey products at more than 800 of its stores, and we began offering PetSmart’s Authority brand products on Chewy.com.

 

   

We have a strong and experienced management team: We have a strong management team with experience that spans e-commerce, technology, retail, logistics and hospitality. Our management team is led by our Chief Executive Officer, Sumit Singh, who previously served as our Chief Operating Officer. Sumit has spent more than 16 years in the e-commerce and tech industry, bringing extensive experience from companies like Amazon, where he most recently served as the former Worldwide Director of Amazon’s Consumables businesses (Fresh and Pantry) and Director and General Manager of Amazon’s North American Merchant Fulfillment and Third-party business.

 

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Our Growth Strategy

We believe that we are still early along our growth path and we are focused on growing both our net sales and expanding our margins through a number of different strategies, including:

 

   

Continue to grow sales from our existing customer base: We seek to expand our share of our customers’ wallets by broadening the selection of products that we offer as well as improving customer engagement. Customers have historically spent more per purchase on our website and mobile applications after their first year as they discover the wide range of our product offering and the value proposition we provide. For example, our net sales in fiscal year 2018 would have grown by 20% compared to fiscal year 2017 as a result of increased spending among our customer base without any net increase in customers during fiscal year 2018. Our exceptional customer service and “WOW” programs help us retain customers and increase their level of engagement and spending.

 

   

Acquire new customers: We believe that we have a significant opportunity to continue to add new customers due to the ongoing secular shift from in-store to online shopping and our relatively low unaided brand awareness in the marketplace. We intend to increase brand awareness and reach new customers through advertising, other marketing efforts and this offering. We expect to continue to invest free cash flow from our customer base in advertising and marketing to acquire new customers from existing and new channels. Given the high levels of customer satisfaction that we see from our customers, we believe that there is significant opportunity to grow our business as consumers become more aware of our brand and our strong value proposition.

 

   

Leverage our technological and operational efficiencies: We believe that we can further improve our margins as we grow net sales, and we remain committed to achieving both. We expect to invest in technology and product innovation to continue scaling our platform, customer support, marketing efforts, and supply chain in order to drive growth. Our management team is committed to a disciplined use of capital designed to drive measurable improvements in unit economics and further improve our profitability. Growing net sales will allow us to achieve better variable costs as we purchase greater volumes from our vendor partners.

 

   

Continue to grow our private brands: In 2016, we launched our first hardgoods private brand, Frisco, and in 2017, we launched two consumables private brands, American Journey and Tylee’s. In late 2018, we also began selling our private brand products through PetSmart. Despite relatively little marketing behind these launches, customers have embraced these brands, resulting in rapid growth of our private brands, which now represent mid-single digits as a percentage of total net sales in fiscal year 2018. Between 2015 and 2018, stock keeping units for our private brand products increased from approximately 40 to approximately 1,300. The foundation of this growth is the millions of customers who have ordered at least one of our brands in the last two years. Our goal is to provide value to our customers by offering private brands with compelling quality and pricing. We believe there is significant room to grow our private brands through continued growth of our current brands and the launch of new ones.

 

   

Expand further into pet healthcare: Complementing our existing over-the-counter and veterinarian diet offerings, we launched Chewy Pharmacy in July 2018, thereby broadening our pet healthcare offering and providing our customers with a one-stop shop for their prescription and special diet needs. We believe that we share a common goal of pet health and wellness along with the veterinarian community, and we will continue to utilize our strengths to enhance partnerships with customers and veterinarians alike.

 

   

Explore broader platform opportunities: We believe that there are additional pet offerings that can drive future growth and that our platform extends strong complementarities to other categories such as pet services, should we choose to do so. The strengths of our platform may enable us to sell directly to businesses in addition to consumers. Finally, although we have exclusively focused on sales in the United States to date, we may expand our offering internationally in the future.

 

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The WOW Experience

We believe that our extraordinary customer service is what sets us apart in the industry. With 24/7 access, pet parents can reach our knowledgeable customer service team at any time. We have one of the fastest response rates in the industry, with virtually all calls and chats answered in less than six seconds. Every customer interaction is with a live team member at either our Dallas, Texas or Hollywood, Florida customer service center. Roughly a quarter of Chewy orders involve a customer interaction. We see every customer contact as an opportunity to delight and surprise. Every connection is a chance to provide individualized care and service to our customers.

Our award-winning customer service team is committed to delivering a “WOW” experience to each customer, every day. Ways we regularly “WOW” our pet parents include sending handwritten welcome cards to every new member of the Chewy family, surprising thousands of pet parents each week with hand-painted portraits of their pets, delivering flowers to customers who have lost a pet, and sending holiday cards to customers. For us, success is measured by the memorable and personalized service experiences we provide our customers every day.

Everything we do is personal—and that’s a good thing! Pet portraits, welcome and holiday cards, and each and every customer interaction is tailor-made to WOW our customers

 

 

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Customer Platform

Our exclusive focus on pets, when combined with our easy-to-use website and mobile applications, make finding and buying the right product and favorite brands an amazing and enjoyable start to the customer journey. Our internally developed technology platform serves new and existing customers through its easy-to-use functionality and by offering everything from educational resources to 24/7 access to our pet experts. Pet profiles, our latest addition to the already highly personalized services that we provide, help us better serve pet parents by connecting them with the right product at the right time throughout their pets’ lives.

Our fulfillment network enables us to reach nearly 100% of our customers in two days or less, and our systems are designed to ensure fast and accurate delivery of products, minimizing packaging waste and delivering complete orders in as few containers as possible. Better customer experience, environmentally friendly, cost efficiency—a win-win.

Intuitive mobile apps and website, easy-to-navigate catalog, easy reordering process and Autoship subscription program, and around-the-clock access to our team of pet experts

 

 

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Our People and Culture

At Chewy, our strongest assets are our team members, otherwise known as “Chewtopians.”

Each Chewtopian is committed to our mission of being the most trusted and convenient online destination for pet parents everywhere. We are passionate about our work, and it is not just what we say, it is reflected in everything we do. Chewtopians are obsessed with our customers. We are constantly thinking of ways to make the customer experience even better. Whether it is our team in Boston developing a new feature for our mobile applications or our fulfillment center team in Dallas finding a faster way to sort inventory, each and every Chewtopian is focused on one thing—our customers.

We always aim to hire only the best and brightest people who share our passion, commitment and entrepreneurial spirit. Opportunities for professional growth and individual development abound within our company. We encourage team members to think big when it comes to our company’s growth and their career potential at Chewy.

But it is not all work. We have a dynamic and fast paced environment, where we work hard and have fun while doing it. Whether it be regular happy hours, team-building events, or pet-friendly offices, Chewy team members can attest to our “work hard, play hard” mentality.

As of February 3, 2019, we had 9,833 full-time equivalent employees. Our employees work in an open-space, collaborative environment that values integrity, creativity and accountability. We are not party to any collective bargaining agreements, and we believe our labor relations are generally good.

Our talented corporate team, the creative members of our very own Chewy Studios, and the thousands of team members who work to fulfill customer orders share one common goal—to make Chewy the most trusted and convenient online destination for pet parents everywhere

 

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Our highly trained and passionate CSRs are available to provide the type of tailored, knowledgeable service and guidance that customers can usually find only at the highest quality neighborhood pet stores. Our CSRs share a common bond: they love pets. This shared passion is evident in every interaction they have with our customers,

 

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whether via phone, email, or interactive live-chat. From the moment they join Chewy, our CSRs receive extensive training from our knowledgeable team, learning the ins and outs of the world of pets and our product offering. Thereafter, they continue learning about brands and pets of all types via recurring training sessions available to CSRs. This allows them to further hone their ability to deliver highly specialized, informed, and authentic advice to our customers. We empower our CSRs to go above and beyond for our customers, and they do so with the knowledge that our commitment to our customers is our number one priority. We engage with pet parents thousands of times per day, and we embrace the opportunity to “WOW” our customers each time, from surprising them with a hand-painted pet portrait to sending flowers to a family who has recently lost their pet.

Our customer service centers are filled with people who care and who work around the clock, providing expert advice and ensuring our customers have an amazing shopping experience

 

 

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Our Brands

We have an extensive inventory of more than 1,600 brands and 45,000 pet products specialized for dogs, cats, fish, birds, reptiles, horses, and small animals. We offer a wide range of pet supplies, including food, treats, beds, leashes, toys, apparel, and much more. We are committed to carrying a full product selection so that customers are always sure to find their favorite brands in stock.

Complementing our extensive selection of national brands, our private brands (including Frisco, American Journey, and Tylee’s) provide our customers with even more high-quality options for pet food and supplies at an exceptional value.

Our private brands, exclusively available on our website and at PetSmart stores, provide one more way for us to give the very best of Chewy to our customers

 

 

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Chewy Healthcare

Like many of us, our pets sometimes need special foods and products to stay healthy and active. For years we have offered veterinarian diet food and over-the-counter pet medications, and in July 2018, we further expanded our portfolio with the launch of Chewy Pharmacy, a trusted, full-service online pharmacy for pet parents to shop for prescription medications as well as receive helpful information about pet care, health and wellness from certified and licensed pharmacists. With the launch of Chewy Pharmacy, pet parents have convenient access to a wide assortment of prescription products from reputable brands at low prices. They also receive the same level of personalized, high-touch customer service that Chewy pet parents know and love.

From fuller tummies to healthy hearts, Chewy healthcare provides pet parents with everything they need to make sure their pets stay healthy and active

 

 

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Our National Footprint and Operations

We have a well-integrated fulfillment system that provides one of the fastest and largest click-to-door networks in the United States. Our strategic placement of seven fulfillment centers across the United States enables us to cost-efficiently ship to approximately 80% of the U.S. population overnight and almost 100% in two days.

 

 

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We have co-headquarters located in Dania Beach, Florida and Boston, Massachusetts. In addition, we also lease and operate fulfillment centers in seven locations, at which we receive products from vendors, ship products to customers, and receive and process returns from customers. The following table sets forth the location, use, size, and lease expiration date of certain of our properties as of February 3, 2019.

 

LOCATION

  

USE

   SQUARE
FOOTAGE
    

LEASE
EXPIRATION

1855 Griffin Road,
Dania Beach, FL 33004

   Florida co-headquarters      96,372      August 31, 2022

343 Congress Street,
Boston, MA 02210

   Boston co-headquarters      48,102      September 30, 2025

3380 NW 35 Avenue Road,
Ocala, FL 34475

   Fulfillment center      611,676      February 1, 2031

40 Dauphin Drive,
Mechanicsburg, PA 17050

   Fulfillment center      604,333      January 31, 2021

385 Milan Drive,
McCarran, NV 89434

   Fulfillment center      566,866      March 31, 2024

1974 Innovation Boulevard,
Clayton, IN 46118

   Fulfillment center      597,844      March 31, 2024

7243 Grady Niblo Road,
Dallas, TX 75236

   Fulfillment center      663,000      September 30, 2027

600 New Commerce Boulevard,
Wilkes-Barre, PA 18706

   Fulfillment center      808,160      July 31, 2028

255 S. 143rd Avenue,
Goodyear, AZ 85338

   Fulfillment center      801,424      September 7, 2030

1950 N. Stemmons Freeway,
Dallas, TX 75207

   Customer service center      51,934      June 30, 2029

3251 Hollywood Boulevard,
Hollywood, FL 33021

   Customer service center      100,928      April 30, 2029

3621 Fern Valley Road,
Louisville, KY 40219

   Customer service center      25,274      April 30, 2029

We believe that all of our properties have been adequately maintained, are in good condition, and are generally suitable and adequate for our current needs.

Our customized technology platform manages the entire supply chain (from inventory management to order fulfillment) across our network, thereby ensuring we have appropriate inventory levels and placement (how much and where), efficient order picking and packing (reducing labor costs at our facilities and minimizing packaging), and optimized order routing aimed at minimizing shipping time and transportation costs. Our inventory management expertise enables us to turn our inventory rapidly, which in turn drives our working capital efficiency.

We purchase nearly all merchandise directly from our brand partners who are responsible for the manufacturing process and shipping to our fulfillment centers. For our private brands, we partner with high-quality co-packers and manufacturers and ensure that the final products meet our exacting standards for quality.

Shipping is a critical part of our business. We currently rely on third-party national and regional logistics providers to deliver the products we offer on our website and mobile applications. Our ability to receive inbound inventory efficiently and ship merchandise to customers is also dependent in part on our shipping vendors.

 

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Philanthropy

We encourage our team members to volunteer with local animal nonprofits and actively support pets in need in communities throughout the country. Our Rescue and Shelter Network is dedicated to the welfare of rescue and shelter animals, supporting more than 2,300 nonprofit animal organizations around the country with donations of food and supplies and funding available through our affiliate program.

Through our fulfillment centers and partnership with Rescue Bank, we routinely provide donations for animals in need due to natural disaster relief, emergency aid or crisis events, such as the recent California wildfires, Hurricane Florence and Hurricane Michael.

Our Technology + Innovation

As an e-commerce company, product innovation drives our operations, and our team is constantly striving to find new and better ways to improve our customers’ experience. From an easy-to-navigate website and highly-rated mobile applications to detailed order tracking and personalized “Pet Profile” features, we are transforming the way pet parents shop. We strive to provide the most convenient and personalized digital shopping experience for millions of customers across the country.

Our e-commerce platform was developed in house and complies with the Payment Card Industry Data Security Standard. This platform is integrated with a proprietary order management system (“OMS”) where all orders are captured from our customers. Our enterprise resource planning (“ERP”) system covers accounts payable, accounts receivable, purchasing, product setup, and asset management. Our net sales are recognized in our OMS platform and posted in our ERP system through our Financial Data Mart. We have inventory forecasting and warehouse management systems that are the leading software products in their respective space. Our customer relationship management software is based on a cloud-based solution from an industry-leading software provider. We continually enhance our system capabilities to improve our customers’ experience.

We back up data frequently so as to have the ability to restore from a local copy for immediate restoration if needed. Our data is transmitted daily to a secure offsite cloud storage service for disaster recovery needs. Our systems are decoupled and based on best-in-class software designing principles. We believe that this ensures that the infrastructure of our systems is scalable and can support our future growth.

We are committed to protecting the security of customer data as our customers shop with us. We undertake administrative and technical measures to protect our systems and the customer data those systems process and store. We have developed policies and procedures designed to manage data security risks. We employ technical security defenses, monitor servers and systems, and use technical measures such as data encryption. We also use third parties to assist in our security practices as well as to prevent and detect fraud.

Our Trademarks and Other Intellectual Property

We believe that our rights in our intellectual property, including trademarks and domain names, as well as contractual provisions and restrictions on access to our proprietary technology, are important to our marketing efforts to develop brand recognition and differentiate our brand from our competitors. We own a number of trademarks that have been registered, or for which registration applications are pending, in the United States as well as in certain foreign jurisdictions. These trademarks include, among others, “American Journey,” “All Kind,” “Burrow & Co,” “Carrick Farms,” “Chewy,” “Chewy.com,” “Dr. Lyon’s,” “Farm-To-Cart,” “Frisco,” “Goody Box,” “Onguard,” “Tiny Tiger,” “True Acre Farms,” and “Tylee’s.” The current registrations of these trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, or our licensees where applicable, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods. We expect to pursue additional trademark registrations to the extent we believe they would be beneficial and cost-effective.

 

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In addition to trademark protection, we own numerous domain names, including www.chewy.com. We also enter into, and rely on, confidentiality and proprietary rights agreements with our employees, consultants, contractors and business partners to protect our trade secrets, proprietary technology and other confidential information. We further control the use of our proprietary technology and intellectual property through provisions in both our customer terms of use on our website and in our vendor terms and conditions.

We believe that our intellectual property has substantial value and has significantly contributed to our success to date. We continually engage with manufacturers to develop and market better quality pet products under our brand names to better serve our customers at a lower price.

Advertising and Marketing

Our approach to advertising and marketing is simple yet diverse—to be present where our customers are. We recognize that our customers live full lives across various online and offline channels, often traversing between these channels. Our technology- and science-driven approach towards marketing and social media provide us an efficient, cost effective and data rich platform, allowing us to capture new customers and reach our current customers, as well as manage and track the effectiveness of our spending. We also engage in print media advertising (mailers) and television advertisements targeting potential customers across the United States. In 2016, we launched our very own Chewy Studio, which is akin to an internal ad agency, enabling us to produce high-quality content, such as assortment photos, print, and TV ads, while minimizing excessive spending on ads.

In addition to paid channels, many of our new customers originate organically—from word-of-mouth and non-paid referrals from our customers as well as from general awareness of our product offering. Our ability to retain a high level of non-paid customer acquisitions reduces the level of marketing investment required to continue our growth.

We plan to further grow our customer base by cost-effectively acquiring new customers through targeted marketing campaigns and converting them into recurring customers. We measure the efficacy of new customer acquisition on the basis of customer LTV to CAC, and we use the ratio between these two metrics to inform our marketing spend and channel mix. In addition, we regularly introduce new categories, brands and products to our customers and continually review our offerings with the goal of providing customers with a one stop shop for all of their pet needs, increasing customer loyalty and driving repeat purchasing. These initiatives contribute to LTV, and we plan to continue investing in products and services that increase customer purchase frequency, order values, and stickiness of the platform.

Competition

The pet products industry is highly competitive, fragmented, and spread across four primary segments:

 

   

supermarkets, warehouse clubs and mass merchants;

 

   

specialty pet store chains;

 

   

traditional or neighborhood pet stores; and

 

   

e-tailers.

We believe that the principal competitive factors in our market are product selection and quality, customer service, price, brand awareness and loyalty, reliability and trust, convenience and speed at which orders are delivered to our customers. We believe that we differentiate ourselves from our competitors by focusing on our customers and achieving a high level of performance with regard to these competitive factors.

Government Regulation

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privacy and data security, consumer protection or sales and other taxes, among other areas, apply to the Internet and e-commerce, and these laws are continually evolving. Related laws may govern the manner in which we store or transfer sensitive information, or impose obligations on us in the event of a security breach or an inadvertent disclosure of such information. International jurisdictions impose different, and sometimes more stringent, consumer and privacy protections. Additionally, tax regulations in jurisdictions where we do not currently collect state or local taxes may subject us to the obligation to collect and remit such taxes, or to additional taxes, or to requirements intended to assist jurisdictions with their tax collection efforts. New legislation or regulations, the application of laws from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and e-commerce generally could result in significant additional taxes on our business. Further, we could be subject to fines or other payments for any past failures to comply with these requirements. See “Risk Factors—Risks Related to Our Business and Our Industry—Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our website and mobile applications and our financial results.” The continued growth of and demand for e-commerce is likely to result in more laws and regulations that impose additional compliance burdens on e-commerce companies.

In addition, we are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public health, natural resources and the environment. Our operations, including our private brand manufacturing outsourcing partners, are subject to regulation by OSHA, the FDA, the USDA, and by various other federal, state, local, and foreign authorities regarding the processing, packaging, storage, distribution, advertising, labeling and import of our products, including food safety standards. See “Risk Factors—Risks Related to Our Business and Our Industry—We are subject to extensive governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcement, recalls, and other adverse actions.”

Legal Proceedings

We are from time to time subject to, and are presently involved in, litigation and other legal proceedings. We believe that there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or operating results.

 

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MANAGEMENT

The following table sets forth information for our directors and management as of May 31, 2019:

 

Name

   Age     

Position

Executive Officers

     

Sumit Singh

     39     

Chief Executive Officer and Director

Mario Marte

     43     

Chief Financial Officer

Satish Mehta

     54     

Chief Technology Officer

Susan Helfrick

     52     

General Counsel

Non-Employee Directors

     

Raymond Svider(2) (3)

     56     

Chairman of the Board of Directors

Fahim Ahmed(2) (3)

     40     

Director

Michael Chang(1) (3)

     42     

Director

James Kim

     27     

Director

Sharon McCollam(1)

     56     

Director Nominee

Lisa Sibenac

     38     

Director

James A. Star(1)

     58     

Director Nominee

J.K. Symancyk

     47     

Director

 

(1)

Member of our audit committee

(2)

Member of our compensation committee

(3)

Member of our nominating and corporate governance committee

Executive Officers

Sumit Singh

Mr. Singh has served as our Chief Executive Officer since March 2018 and as our Director since April 2019. Mr. Singh joined Chewy in August 2017 and had previously been serving as our Chief Operating Officer. Prior to joining Chewy, Mr. Singh served as the Director and General Manager of Amazon’s North American Merchant Fulfillment and Third-party businesses between 2013 and 2015, and then as the Worldwide Director of Amazon’s Consumables businesses (Fresh and Pantry) between 2015 and 2017. Prior to that, Mr. Singh worked for Dell, Inc. in various positions, including serving as their North American General Manager/Category Leader, from April 2012 to October 2013. Mr. Singh holds a B.Tech from the Punjab Technical University, an M.S. in operations and logistics from the University of Texas at Austin, and an M.B.A. from the University of Chicago, Booth School of Business.

Mario Marte

Mr. Marte has served as our Chief Financial Officer since September 2018. Mr. Marte joined Chewy in April 2015 and had previously been serving as Chewy’s Vice President—Finance & Treasurer. From September 2011 to April 2015, Mr. Marte served as the Vice President—Financial Planning & Analysis for Hilton Worldwide Holdings, Inc. From July 2003 to September 2011, Mr. Marte worked at American Airlines, serving in various positions, including as the Division Controller—Onboard Service. Mr. Marte holds a B.S. in computer engineering from the University of South Florida, and an M.B.A. from Duke University’s Fuqua School of Business.

Satish Mehta

Mr. Mehta has served as our Chief Technology Officer since June 2018. From July 2017 to June 2018, Mr. Mehta served as the Vice President—Data and Analytics Solutions for UnitedHealth Group. Prior to that, Mr. Mehta served in various capacities at Staples Inc., including serving as their Vice President, Price—Data &

 

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Analytics, Omni-Channel and Innovation Labs from January 2014 to July 2017. Mr. Mehta’s experience also includes over eight years of service, from November 2005 to January 2014, at Yahoo!, in various positions including as their Senior Director, Global Data and Ad Tech. Mr. Mehta holds a B.S. in physics and math from Jawaharlal Nehru University, and an M.B.A. from California Miramar University.

Susan Helfrick

Ms. Helfrick has served as our General Counsel since December 2014. From February 2009 to July 2014, Ms. Helfrick served as the General Counsel Americas and Executive Vice President at GfK. Ms. Helfrick has previously also served as the Assistant General Counsel and Vice President of Goldman Sachs from August 2007 to January 2009, as well as the Managing Director and Associate General Counsel of HSBC Securities from May 2005 to August 2007. Ms. Helfrick’s experience also includes serving as a Director at UBS from May 2000 to May 2005, an Associate at Skadden, Arps, Slate, Meagher & Flom LLP from May 1997 to May 2000, and as a staff attorney at the Securities and Exchange Commission from May 1995 to May 1997. Ms. Helfrick holds an LL.M. from Georgetown University Law Center, an M.B.A. from Cornell Jonson Graduate School of Management, a J.D. from the Dickinson School of Law at Pennsylvania State University, and a B.A. from the University of Pittsburgh.

Non-Employee Directors

Raymond Svider

Mr. Svider has served as a member and Chairman of our board of directors since April 2019. Mr. Svider is the Chairman and a Partner of BC Partners. He joined the firm in 1992 and is currently based in New York. Over the years, Mr. Svider has participated and led investments in a number of sectors including consumer and retail, TMT, healthcare, industrials, and business services. He is currently Non-Executive Chairman of PetSmart, Chairman of the Board of Accudyne Industries, and also serves on the boards of Intelsat (NYSE “I”), Altice USA (NYSE “ATUS”), GfL Environmental, NAVEX Global, and Teneo Global. Mr. Svider previously served as a Director of Office Depot, Multiplan, Unity Media, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL and Chantemur. Mr. Svider received an MBA from the University of Chicago and an MS in Engineering from both Ecole Polytechnique and Ecole Nationale Superieure des Telecommunications in France. We believe that Mr. Svider’s extensive experience in investing and finance and his current experience in our industry make him a valuable addition to our board of directors.

Fahim Ahmed

Mr. Ahmed has served as a member of our board of directors since April 2019. Mr. Ahmed is currently serving as a Partner at BC Partners. Before joining BC Partners in 2006, from 2000 to 2002 and 2004 to 2006, Mr. Ahmed worked with the Boston Consulting Group in London, New York, and Washington, focusing primarily on financial services. Mr. Ahmed currently serves on the boards of directors of Cyxtera Technologies, Inc. and PetSmart. He has previously also served on the board of directors of Suddenlink Communications, and was involved in investments in Office Depot, Inc., Intelsat, Dometic and Foxtons. Mr. Ahmed holds a B.A. from Harvard University and an M.Phil in economics from Oxford University, where he was a Rhodes Scholar. We believe that Mr. Ahmed’s extensive experience in finance and his current experience in our industry make him a valuable addition to our board of directors.

Michael Chang

Mr. Chang has served as a member of our board of directors since April 2019. Mr. Chang is currently serving as a Partner at BC Partners. Before joining BC Partners in 2009, from 1999 to 2009, Mr. Chang served at JLL Partners, where he worked on leveraged buy-out investments in a number of industries, including aerospace, financial services and industrials. Mr. Chang is currently on the board of Zest Dental Solutions and PetSmart.

 

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Mr. Chang holds an MBA from the Harvard Business School and a B.A. in economics from The Wharton School of the University of Pennsylvania. We believe that Mr. Chang’s extensive experience in private equity and mergers and acquisitions and his current experience in our industry make him a valuable addition to our board of directors.

James Kim

Mr. Kim has served as a member of our board of directors since April 2019. Mr. Kim currently serves as Principal at BC Partners. Prior to joining BC Partners in 2016, from 2014 to 2016, Mr. Kim worked at Sageview Capital where he focused on growth equity investments in the technology space. Prior to this, he worked in the mergers and acquisitions group at Citigroup. Mr. Kim holds a B.A. in applied mathematics and economics from Yale University. We believe that Mr. Kim’s extensive experience in finance and his current experience in our industry make him a valuable addition to our board of directors.

Sharon McCollam

Ms. McCollam is expected to join our board of directors upon the listing of our shares of Class A common stock on the NYSE. Ms. McCollam served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Best Buy Co., Inc., a provider of technology products, services, and solutions from December 2012 until June 2016, and continued to serve as a senior advisor through January 2017. From 2006 to 2012, she served as Executive Vice President, Chief Operating and Chief Financial Officer at Williams-Sonoma Inc., a specialty retailer of high-quality products for the home, and as Chief Financial Officer from 2000 to 2006. Prior to Williams-Sonoma, Ms. McCollam served as Chief Financial Officer of Dole Fresh Vegetables, Inc., a division of Dole Food Company, Inc., a producer and marketer of fresh fruit and vegetables. Ms. McCollam has served as a director of Advance Auto Parts, Inc., an automotive aftermarket parts provider, since February 2019, Signet Jewelers, Limited, a diamond jewelry retailer, since March 2018, and as a director of Stitch Fix, Inc., an online specialty retailer, since November 2016. She previously served on the board of directors of Whole Foods Market, Inc., OfficeMax Incorporated, Del Monte Foods Company and Williams-Sonoma, Inc. Ms. McCollam holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant. We believe that Ms. McCollam is qualified to serve as a member of our board of directors because of her extensive experience with global finance, information technology, supply chain, customer care, real estate and omnichannel turnarounds in the retail sector, as well as her board positions, which equip her to provide valuable insights that impact the management and governance of public companies in the retail sector.

Lisa Sibenac

Ms. Sibenac has served as a member of our board of directors since April 2019. Ms. Sibenac currently serves as a Principal at BC Partners. She joined BC Partners in New York in 2017 as part of the operations group, primarily supporting the substantiation and implementation of value creation initiatives across the portfolio companies. Previously Ms. Sibenac was at Amazon from 2012 to 2017 and Lockheed Martin from 2003 to 2010, where she held both technical and commercial roles. Ms. Sibenac is currently on the board of GfL Environmental. Ms. Sibenac holds a BS in Mechanical Engineering from the University of Notre Dame and an MBA from Harvard Business School. We believe that Ms. Sibenac’s experience in e-commerce and her current experience in our industry make her a valuable addition to our board of directors.

James A. Star

Mr. Star is expected to join our board of directors upon listing of our shares of Class A common stock on the NYSE. Mr. Star has served, since 2003, as President and Chief Executive Officer of Longview Asset Management (“Longview”), a multi-strategy investment firm which assesses, implements and oversees a wide variety of publicly traded and private equity investments across multiple industries and countries. Mr. Star will step down from these roles during 2019, at which time he will become Chairman of Longview, where he has

 

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been a portfolio manager since 1998, and chair its investment committee. He has also served since 1994 as a Vice President of Henry Crown and Company, a private family office affiliated with Longview. From 1998 to 2002, Mr. Star was President and Chief Investment Officer of Star Partners, Inc., a private securities partnership focused on common equities. Mr. Star began his investment career in 1991 as a securities analyst at Harris Associates, a Chicago investment firm. Prior thereto, he practiced corporate and securities law in Illinois, where he was a member of the bar from 1987 to 2011. Mr. Star has been a director of the holding company of PetSmart, Inc. since 2015 and oversaw Longview’s investment in the company between 2009-2014 when it was a public company. He is also a trustee of Equity Commonwealth, a publicly-traded REIT (NYSE: EQC), Teaching Strategies, a software company focused on the education market, and Kanopy, a private company which provides video streaming services to universities and public libraries. Mr. Star has been a member of the limited partner advisory boards for the Kabouter Funds since 2004, Valor Equity Partners II since 2007, and recently-formed Atreides Management, where he also serves as a registered director of the Cayman Islands affiliate. Mr. Star has been a member of the investment committees for the retirement plans of Henry Crown and Company since 1995, Great Dane Limited Partnership since 1997 and, since 2014, Gillig LLC, Provisur Technologies, Inc. and Trail King Industries, Inc. He has also served as a manager of Longview Trust Company since 2006. In prior years, Mr. Star served on the boards of Allison Transmission Holdings, Inc (NYSE: ALSN), several registered mutual funds, and a number of private companies. Mr. Star received a B.A. from Harvard University, a J.D. from Yale Law School, and a Masters of Management from Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Star’s expertise assessing businesses and business models, experience as a public company director, and many years of investing in the pet care industry make him a valuable addition to our board of directors.

J.K. Symancyk

Mr. Symancyk has served as a member of our board of directors since April 2019. Since June 2018, Mr. Symancyk has been serving as President and CEO and a member of the board of directors of PetSmart. Mr. Symancyk is a consumer retail veteran with more than 25 years of industry experience managing complex retail operations, including his previous role as CEO of Academy Sports + Outdoors. Throughout his career, Mr. Symancyk has demonstrated his ability to lead companies, driving profitable growth and improving the organizational performance of internal teams at large, multi-channel consumer businesses. Between February 2012 and October 2015, Mr. Symancyk served as President of Meijer, where he was responsible for leading all aspects of the retailer. He joined Meijer in 2006 as Vice President of perishables and served as Executive Vice President of merchandising and marketing since 2007. He has previously also held management positions at Walmart Stores, including Sam’s Club and Walmart International. Mr. Symancyk graduated with a bachelor’s degree from the University of Arkansas at Fayetteville. We believe that Mr. Symancyk’s extensive experience across all areas of retail, including merchandising, consumer brand marketing, proprietary brands, services and ecommerce, make him a valuable addition to our board of directors.

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics that will apply to all of our employees, officers and directors, including our executive and senior financial officers. The full text of our code of business conduct and ethics will be posted on the investor relations page of our website prior to completion of this offering. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

Composition of the Board of Directors

Our business affairs will be managed under the direction of our board of directors. Our amended and restated bylaws that will be in effect upon consummation of this offering will provide that our board of directors shall consist of such number of directors as shall from time to time be fixed by our board of directors or our stockholders, provided that the number of directors shall be neither less than three nor more than fifteen. Our

 

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amended and restated bylaws will further provide that our directors will continue to serve as directors until their resignation, removal or until their successors are duly elected by the holders of our common stock. As of the date of this prospectus, our directors are Raymond Svider, Fahim Ahmed, Michael Chang, James Kim, Lisa Sibenac, Sumit Singh, and J.K. Symancyk. After this offering, our board of directors will initially be composed of nine members. Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Independence

We are a “controlled company” under the rules of the NYSE. As a result, we qualify for exemptions from, and have elected not to comply with, certain corporate governance requirements under the rules, including the requirements that within one year of the completion of this offering we have a board that is composed of a majority of “independent directors,” as defined under the rules, and a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors. Even though we are a controlled company, we are required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the audit committee, as discussed below.

The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. After the closing of this offering, PetSmart will own no shares of our Class A common stock and 278.4 million shares of our Class B common stock (or 272.2 million shares of our Class B common stock if the underwriters exercise their option to purchase additional shares in full), representing 70% of the total outstanding shares of common stock (or approximately 68% of the total outstanding shares of common stock if the underwriters exercise their option to purchase additional shares in full) or 77% of the combined voting power of both classes of our outstanding common stock (or approximately 77% if the underwriters exercise their option to purchase additional shares in full). Through its control of shares of common stock representing a majority of the votes entitled to be cast in the election of directors, PetSmart will control the vote to elect all of our directors. Accordingly, we will qualify as a “controlled company” and will be able to rely on the controlled company exemption from the director independence requirements of the NYSE relating to the board of directors, compensation committee and nominating and corporate governance committee. If we cease to be a controlled company and the Class A common stock continues to be listed on the NYSE, we will be required to comply with these requirements by the date our status as a controlled company changes or within specified transition periods applicable to certain provisions, as the case may be.

Our board of directors has determined that Sharon McCollam is an independent director under the NYSE rules.

Staggered Board

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering, our board of directors will be divided into three staggered classes of directors and each director will be assigned to one of the three classes. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2020 for Class I directors, 2021 for Class II directors and 2022 for Class III directors.

 

   

Our Class I directors will be Sharon McCollam, Raymond Svider and J.K. Symancyk;

 

   

Our Class II directors will be Fahim Ahmed, Michael Chang and James A. Star; and

 

   

Our Class III directors will be James Kim, Lisa Sibenac and Sumit Singh.

 

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The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class shall consist of one third of the board of directors.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Upon the closing of this offering, our audit committee will consist of Sharon McCollam, who will chair the committee, Michael Chang and James A. Star. We intend to rely on the phase-in rules of the NYSE with respect to the requirement that the audit committee be composed entirely of members of our board of directors who satisfy the standards of independence established for independent directors under the NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act, as determined by our board of directors. Our board of directors has determined that each of Michael Chang, Sharon McCollam and James A. Star meets the “financial literacy” requirement for audit committee members under the NYSE rules and is an “audit committee financial expert” within the meaning of the SEC rules.

The audit committee’s primary responsibilities will include, among other matters:

 

   

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

   

helping to ensure the independence and performance of the independent registered public accounting firm;

 

   

reviewing financial statements and discussing the scope and results of the independent audit and quarterly reviews with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

 

   

preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

 

   

reviewing the adequacy and effectiveness of our disclosure controls and procedures and developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 

   

reviewing our policies on risk assessment and risk management;

 

   

reviewing related party transactions; and

 

   

approving or, as required, pre-approving, all audit and all permissible non-audit services and fees, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE.

 

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Compensation Committee

Upon the closing of this offering, our compensation committee will consist of Raymond Svider, who will chair the committee, and Fahim Ahmed.

The compensation committee’s primary responsibilities will include, among other matters:

 

   

reviewing, approving and determining, or making recommendations to our board of directors regarding the compensation of our executive officers;

 

   

overseeing our overall compensation philosophy and compensation policies, plans and benefit programs for service providers, including our executive officers;

 

   

administering our equity compensation plans; and

 

   

reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE.

Nominating and Corporate Governance Committee

Upon the closing of this offering, our nominating and governance committee will consist of Raymond Svider, who will chair the committee, Fahim Ahmed and Michael Chang.

The nominating and corporate governance committee’s primary responsibilities will include, among other matters:

 

   

identifying, evaluating, and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

 

   

evaluating the performance of our board of directors and of individual directors;

 

   

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

 

   

reviewing developments in corporate governance practices;

 

   

evaluating the adequacy of our corporate governance practices and reporting;

 

   

reviewing the succession planning for our executive officers; and

 

   

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

 

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Director Compensation

The following table sets forth information concerning compensation earned by each of our non-employee directors during fiscal year 2018.

 

Name

   Fees Earned
or Paid in Cash
     Total  

Alan M. Schnaid (1)

   $ 0      $ 0  

 

(1)

Former board member

After the consummation of this offering, our directors who are not affiliated with PetSmart, BC Partners or Argos Holdings will be paid a director fee of $175,000 per year, $5,000 per year of any committee on which the director serves and $15,000 per year for chairing any committee. We also will reimburse our directors for their reasonable expenses incurred in attending meetings of our board of directors or committees. Our directors who are employees of our company, PetSmart, BC Partners or their respective subsidiaries will receive no compensation for their board service.

Our amended and restated certificate of incorporation and amended and restated bylaws, which will be in effect upon consummation of this offering, will provide that our directors will be entitled to indemnification from us to the fullest extent permitted by the Delaware General Corporation Law. Prior to the closing of the offering, we expect to enter into indemnification agreements with each of our directors.

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the “Summary Compensation Table” and the factors relevant to an analysis of these policies and decisions. These “named executive officers” for fiscal year 2018 are:

 

Name

  

Title

Sumit Singh

   Chief Executive Officer

Mario Marte

   Chief Financial Officer

Satish Mehta

   Chief Technology Officer

Susan Helfrick

   General Counsel

Ryan Cohen

   Former Chief Executive Officer(1)

James Grube

   Former Chief Financial Officer(2)

 

(1)

Mr. Cohen resigned as our chief executive officer, effective March 14, 2018.

(2)

Mr. Grube resigned as our chief financial officer, effective September 14, 2018.

Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why our board of directors arrived at specific compensation policies and decisions involving our named executive officers for fiscal year 2018.

Each of the key elements of our executive compensation program is discussed in more detail below. Our compensation programs are designed to be flexible and complementary and to collectively serve the principles and objectives of our executive compensation and benefits program.

Executive Compensation Philosophy and Objectives

Our compensation programs are designed to help achieve the goals of attracting, engaging and retaining highly talented individuals who are committed to our core values of integrity, excellence and respect for people while balancing the long-term interests of our stockholders and customers. The principles and objectives of our compensation and benefits programs for our executive officers are to:

 

   

attract, retain and motivate individuals who are capable of advancing our financial goals and ultimately, creating and maintaining our long-term equity value;

 

   

reward executives in a manner aligned with our financial performance to drive pay for performance; and

 

   

provide total compensation opportunity that is competitive with our market and the industry within which we seek executive talent.

Process for Setting Compensation

Historically, the initial compensation arrangements with our executive officers, including the named executive officers, have been determined in arm’s-length negotiations with each individual executive. Typically, our CEO has been responsible for negotiating these arrangements, except with respect to his own compensation, with the oversight and final approval of our board of directors. The compensation arrangements have been influenced by a variety of factors, including, but not limited to the following (each as of the time of the applicable compensation decision):

 

   

our financial condition and available resources;

 

   

our view of the strategic importance of the position to be filled;

 

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our evaluation of the competitive market with other companies and market information we may receive from executive search firms retained by us; and

 

   

the compensation levels of our other officers.

Following the completion of these arrangements, our CEO and board of directors have been responsible for overseeing our executive compensation program, as well as determining and approving the ongoing compensation arrangements for our CEO and other executive officers, including our named executive officers.

The current compensation levels of our executive officers, including the named executive officers, primarily reflect the varying roles and responsibilities of each individual.

Engagement of Compensation Consultant

Our compensation committee to be established in connection with this offering will be authorized to retain, in its discretion, the services of one or more executive compensation advisors to assist with the establishment and review of our compensation programs and related policies. Our board of directors has not engaged the services of an executive compensation advisor in reviewing and establishing its compensation programs and policies. Our board of directors has not previously considered formal compensation market data or formally benchmarked total executive compensation or individual compensation elements against a peer group. In connection with this offering, our board of directors has not engaged a compensation consulting firm to provide executive compensation advisory services.

Components of Executive Compensation

We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. Compensation of our named executive officers consists of the following elements:

 

   

base salary;

 

   

retention bonuses;

 

   

discretionary individual performance-based cash compensation or spot bonuses;

 

   

in limited circumstances, severance benefits upon specified future terminations of employment;

 

   

equity-based incentive compensation;

 

   

a retirement savings (401(k)) plan; and

 

   

health and welfare benefits and certain limited perquisites and other personal benefits.

Each of these components fulfills one or more of the principles and objectives noted above. We view each component of our executive compensation program as related but distinct and necessary to ensure that our overall compensation objectives are met. Historically, not all components have been provided to all executive officers. In addition, we have determined the appropriate level for each compensation component based in part, but not exclusively, on our understanding of the competitive market based on the experience of our board of directors and consistent with our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executive officers, our overall performance, and other considerations the board of directors considers relevant.

We offer cash compensation, in the form of base salaries, retention bonuses, and discretionary individual performance-based cash compensation such as spot bonuses, that we believe appropriately rewards our executive officers for their contributions to our business. When establishing base salaries, retention bonuses, and eligibility for other discretionary compensation, our board of directors considers our financial and operational performance.

 

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While we have identified particular compensation objectives that each component of executive compensation serves, our compensation programs are designed to be flexible and complementary and to collectively serve all of the executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as a part of our overall executive compensation policy, each individual component, to a greater or lesser extent, serves each of our objectives.