PetSmart, Inc. (NASDAQ:PETM) today announced select preliminary results
for the fourth quarter of 2014. Comparable store sales for the period
increased 2.6%, with average ticket increasing 2.0%, and comparable
transactions increasing 0.6%.
In addition, based on preliminary results, PetSmart expects to meet or
exceed previously issued guidance for the quarter of between $1.34 and
$1.38 per share on a non-GAAP adjusted diluted earnings per share basis.
As announced on December 14, 2014, the company entered into a definitive
agreement to be acquired by a consortium led by BC Partners, Inc. at a
price of $83.00 per share in cash. The special meeting of shareholders
to consider and vote on the transaction will be held on March 6, 2015.
The company announced it will release its results for the fourth quarter
and fiscal year 2014 before market open on Wednesday, March 4, 2015.
About PetSmart
PetSmart,
Inc. (NASDAQ: PETM) is the largest specialty pet retailer of
services and solutions for the lifetime needs of pets. At PetSmart, we
believe pets make us better people. That’s why we create more moments
for people to be inspired by pets. This mission impacts everything we do
for our customers, the way we support our associates, and how we give
back to our communities. We employ approximately 54,000 associates,
operate approximately 1,404 pet stores in the United States, Canada and
Puerto Rico and approximately 202 in-store PetSmart® PetsHotel® dog and
cat boarding facilities. PetSmart provides a broad range of
competitively priced pet food and pet products and offers dog training,
pet grooming, pet boarding, PetSmart
Doggie Day Camp day care services and pet adoption services
in-store. Through petsmart.com and pet360.com, we offer the most
comprehensive online pet supplies and pet care information in the U.S.
Through our in-store pet adoption partnership with independent nonprofit
organizations, PetSmart
Charities® and PetSmart Charities® of Canada, PetSmart helps to save
the lives of more than 400,000 homeless pets each year. In addition,
PetSmart supports organizations that make communities a better place to
call home through our philanthropy program, PetSmart
Gives Back™. By giving back to the communities where we live and
work, PetSmart not only celebrates the power of pets to enrich people's
lives—we live it.
Forward-looking statements
This communication contains forward-looking statements regarding, among
other things, statements related to our expectations for future
performance (including our 2014 and 2015 guidance), and expectations
regarding our profit improvement program, goals, plans, objectives and
future events. PetSmart, Inc. (“PetSmart”) intends such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Reform Act of 1995. In
some cases, forward-looking statements can be identified by the
following words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” or
the negative of these terms or other comparable terminology, although
not all forward-looking statements contain these words. The
forward-looking information and statements are or may be based on a
series of projections and estimates and involve risks and uncertainties.
These risks and uncertainties include such factors as: (1) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement, (2) the failure to
obtain PetSmart stockholder approval or the failure to satisfy any of
the other closing conditions, (3) the risks related to the debt
financing arrangements entered into in connection with the merger
agreement, (4) the risks related to disruption of management’s attention
from PetSmart’s ongoing business operations due to the transaction, (5)
the effect of the announcement of the transaction on the ability of
PetSmart to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does business, or
on its operating results and business generally, (6) changes in general
economic conditions, (7) the effectiveness of PetSmart’s profit
improvement program in reducing costs and increasing profitability, (8)
conditions affecting customer transactions and average ticket including,
but not limited to, weather conditions or other seasonal events, (9)
PetSmart’s ability to compete effectively and maintain PetSmart’s supply
chain, (10) PetSmart’s ability to effectively manage its growth and
operations, (11) changes in PetSmart’s structure, and (12) changes in
the legal or regulatory environment. Additional risks are described
under Item 1A, “Risk Factors,” in PetSmart periodic filings with the
Securities and Exchange Commission (“SEC”), including PetSmart’s annual
report on Form 10-K for the year ended February 2, 2014 filed on March
27, 2014 and in PetSmart’s subsequently filed Form 10-Qs. Given these
uncertainties, undue reliance should not be placed on these
forward-looking statements. PetSmart does not undertake any obligation
to release any revisions to these forward-looking statements publicly to
reflect events or circumstances after the date of this communication or
to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
In connection with the proposed transaction, PetSmart has filed with the
SEC a definitive proxy statement and other documents relating to the
proposed merger, including a form of proxy card, on February 2, 2015.
The definitive proxy statement and form of proxy card have been mailed
to the PetSmart’s stockholders. BEFORE MAKING ANY VOTING DECISION,
PETSMART’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE
DEFINITIVE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. A free copy of documents filed by PetSmart may be
obtained at the SEC’s website at www.sec.gov
and PetSmart’s website at www.petsmartfacts.com.
In addition, investors and security holders may obtain a free copy of
PetSmart’s definitive proxy statement and other documents filed by
PetSmart by directing a request to PetSmart Investor Relations, 19601 N.
27th Avenue, Phoenix, AZ 85027, (623) 587-2025.
PetSmart and its directors, executive officers and employees may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from PetSmart stockholders with respect to the proposed
acquisition of PetSmart. Security holders may obtain information
regarding the names, affiliations and interests of such individuals in
PetSmart’s Annual Report on Form 10-K for the fiscal year ended February
2, 2014, and its definitive proxy statement for the 2014 annual meeting
of stockholders. Additional information regarding the interests of such
individuals in the proposed acquisition of PetSmart is included in the
definitive proxy statement and other relevant documents filed with the
SEC. These documents may be obtained free of charge from the SEC’s
website at www.sec.gov
and PetSmart’s website at www.petsmartfacts.com.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial
Measures
This press release includes financial measures that are not calculated
in accordance with accounting principles generally accepted in the
United States of America, or “GAAP,” including non-GAAP adjusted
earnings before tax, non-GAAP adjusted net income, and non-GAAP adjusted
diluted earnings per share. These non-GAAP financial measures exclude
costs associated with the profit improvement program and certain
transaction-related costs related to the sale of the Company.
These non-GAAP performance measures are used by management to conduct
and evaluate the business during regular reviews of operating results
for the periods affected. We believe these non-GAAP measures, which
exclude one-time costs that are associated with the Company’s profit
improvement program, are useful to investors in evaluating the Company’s
ongoing operating and financial results and understanding how such
results compare with the Company’s historical results. We also believe
excluding the items affecting comparability assists investors in
developing expectations of future performance. By providing the non-GAAP
measures, as a supplement to GAAP information, we believe we are
enhancing investors’ understanding of our business and our results of
operations. The non-GAAP financial measures are limited in their
usefulness and should be considered in addition to, and not in lieu of,
U.S. GAAP financial measures.
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