CHEWY, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in this Annual Report on Form 10-K for fiscal year 2021 ("10-K Report"). 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 herein, our actual results may differ materially from those anticipated in these forward-looking statements. Unless the context requires otherwise, references in this 10-K Report to "Chewy," the "Company," "we," "our," or "us" refer to
Chewy, Inc.and its consolidated subsidiaries. Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), Securities and Exchange Commission(the "SEC") filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.
We are the largest pure-play pet e-tailer in
the United States, offering virtually every product a pet needs. 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. We believe that we are the preeminent 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 3,000 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding proprietary brands. Through our website and mobile applications, we offer our customers more than 100,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service.
The COVID-19 pandemic has been a disruptive economic and societal event that has affected our business and consumer shopping behavior. As this crisis unfolded, we monitored conditions closely and adapted aspects of our logistics, transportation, supply chain and purchasing processes accordingly to meet federal, state, and local standards and to ensure the safety and well-being of our team members, while continuing to meet the needs of our rapidly growing community of pets and pet parents. We continue to monitor the impact of the COVID-19 pandemic and adapt our business accordingly. As reflected in the discussion below, we have seen customers shift more of their total shopping spend to online channels since the COVID-19 outbreak, which has led to increased sales and order activity for our business. Labor markets, particularly as they pertain to our fulfillment centers, have been, and remain, challenging. We expect this labor supply and demand imbalance to continue over the foreseeable future, resulting in increased competition for personnel. In addition, global supply chain shortages and disruptions and inflation have emerged, which have impacted, and continue to impact, sales, margins and the pace of economic recovery. While conditions do appear to be improving as vaccination levels rise and state and local economies have, for the most part, re-opened, the positive or negative impacts that the COVID-19 outbreak will ultimately have on our business remain difficult to predict, particularly as vaccine efforts face challenges and new variants of the virus continue to emerge. We are still unable to predict the duration of the COVID-19 pandemic and its ultimate impact on the broader economy or our operations and liquidity. As such, risks and uncertainties regarding COVID-19 remain. Please refer to the "Cautionary Note Regarding Forward-Looking Statements" in this 10-K Report and in the section titled "Risk Factors" in Item 1A of this 10-K Report. Fiscal Year End We have a 52- or 53-week fiscal year ending each year on the Sunday that is closest to
January 31of that year. Our 2021 fiscal year ended January 30, 2022and included 52 weeks ("Fiscal Year 2021"). Our 2020 fiscal year ended January 31, 2021and included 52 weeks ("Fiscal Year 2020"). Our 2019 fiscal year ended February 2, 2020and included 52 weeks ("Fiscal Year 2019"). 40 --------------------------------------------------------------------------------
Key financial and operational 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. Fiscal Year % change (in thousands, except net sales per active customer and percentages) 2021 2020 2019 2021 vs. 2020 2020 vs. 2019 Financial and Operating Data Net sales
$ 8,890,773 $ 7,146,264 $ 4,846,74324.4 % 47.4 % Net loss (1) $ (73,817) $ (92,486) $ (252,370)20.2 % 63.4 % Net margin (1) (0.8) % (1.3) % (5.2) % Adjusted EBITDA(2) $ 78,552 $ 85,157 $ (81,025)(7.8) % 205.1 % Adjusted EBITDA margin(2) 0.9 % 1.2 % (1.7) % Net cash provided by operating activities $ 191,739 $ 132,755 $ 46,58144.4 % 185.0 % Free cash flow(2) $ 8,553 $ 2,012 $ (2,055)n/m 197.9 % Active customers 20,663 19,206 13,459 7.6 % 42.7 % Net sales per active customer $ 430 $ 372 $ 36015.6 % 3.3 % Autoship customer sales $ 6,245,011 $ 4,889,485 $ 3,362,83527.7 % 45.4 % Autoship customer sales as a percentage of net sales 70.2 % 68.4 % 69.4 %
n/m – not significant (1) Includes share-based compensation expense, including related taxes, of
We define net margin as net loss divided by net sales and adjusted EBITDA margin as adjusted EBITDA divided by net sales.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA margin
To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this 10-K Report adjusted EBITDA, a non-GAAP financial measure that we calculate as net income (loss) excluding depreciation and amortization; share-based compensation expense and related taxes; income tax provision; interest income (expense), net; management fee expense; transaction related costs; and litigation matters and other items that we do not consider representative of our underlying operations. We have provided a reconciliation below of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure. We have included adjusted EBITDA and adjusted EBITDA margin in this 10-K Report because each 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 and adjusted EBITDA margin 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 and adjusted EBITDA margin provide 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; transaction related costs; and litigation matters and other items which 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: 41 -------------------------------------------------------------------------------- •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 does not reflect transaction related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or planned transaction and include litigation matters, integration consulting fees, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems; 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 and adjusted EBITDA margin alongside other financial performance measures, including various cash flow metrics, net loss, net margin, and our other GAAP results. The following table presents a reconciliation of net loss to adjusted EBITDA, as well as the calculation of net margin and adjusted EBITDA margin, for each of the periods indicated. ($ in thousands, except percentages) Fiscal Year Reconciliation of Net Loss to Adjusted EBITDA 2021 2020 2019 Net loss
$ (73,817) $ (92,486) $ (252,370)Add (deduct): Depreciation and amortization 55,009 35,664 30,645 Share-based compensation expense and related taxes 85,308 129,208 136,237 Interest expense (income), net 1,639 2,022 (356) Management fee expense(1) - 1,300 1,300 Transaction related costs 2,423 2,369 1,396 Other 7,990 7,080 2,123 Adjusted EBITDA $ 78,552 $ 85,157 $ (81,025)Net sales $ 8,890,773 $ 7,146,264 $ 4,846,743Net Margin (0.8) % (1.3) % (5.2) % Adjusted EBITDA margin 0.9 % 1.2 % (1.7) % (1) Management fee expense allocated to us by PetSmart LLC("PetSmart") for organizational oversight and certain limited corporate functions provided by its sponsors. 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 during Fiscal Year 2020 and Fiscal Year 2019, respectively.
Free movement of capital
To provide investors with additional information regarding our financial results, we have also disclosed here and elsewhere in this 10-K Report 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, 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 by (used in) operating activities, the most directly comparable GAAP financial measure. We have included free cash flow in this 10-K Report because it is used by our management and board of directors as 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. 42
-------------------------------------------------------------------------------- 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 provides a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated.
($ in thousands)
Fiscal year reconciliation between net cash provided by operating activities and free cash flow
2021 2020 2019 Net cash provided by operating activities
$ 191,739 $ 132,755 $ 46,581Deduct: Capital expenditures (183,186) (130,743) (48,636) Free Cash Flow $ 8,553 $ 2,012 $ (2,055)Free cash flow may be affected in the near to medium term by the timing of capital investments (such as the launch of new fulfillment centers, customer service centers, and corporate offices and purchases of IT and other equipment), 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.
Main operating parameters
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 a product or service, and for whom a product has shipped or for whom a service has been provided, at least once 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.
Net sales per active customer
We define net sales per active customer as the aggregate net sales for the preceding four fiscal quarters, divided by the total number of active customers at the end of that period. We view net sales per active customer as a key indicator of our customers' purchasing patterns, including their initial and repeat purchase behavior.
Autoship and Autoship Customer Sales
We define Autoship customers as customers in a given fiscal quarter that had an order 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.
Sales to Autoship customers as a percentage of
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. 43 --------------------------------------------------------------------------------
Components of consolidated operating results
We derive net sales primarily from sales of both third-party brand and proprietary brand pet food, pet products, pet medications and other pet health products, and related shipping fees. Sales of third-party brand and proprietary 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. 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.
Cost of Goods Sold
Cost of goods sold consists of the cost of third-party brand and proprietary 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.
Selling, general and administrative expenses
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 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. Advertising and Marketing Advertising and marketing expenses consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities.
Presentation of Consolidated Results of Operations and Liquidity and Capital Resources
The following discussion and analysis of our Results of Consolidated Operations and Liquidity and Capital Resources includes a comparison of Fiscal Year 2021 to Fiscal Year 2020. A similar discussion and analysis which compares Fiscal Year 2020 to Fiscal Year 2019 may be found in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report filed with the
SECon March 30, 2021, and is incorporated herein by reference. 44
Consolidated operating results
The following tables set forth our results of operations for the fiscal years 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 % change % of net sales ($ in thousands) 2021 2020 2019 2021 vs. 2020 2020 vs. 2019 2021 2020 2019 Consolidated Statements of Operations Net sales
$ 8,890,773 $ 7,146,264 $ 4,846,74324.4 % 47.4 % 100.0 % 100.0 % 100.0 % Costs of goods sold 6,517,191 5,325,457 3,702,683 22.4 % 43.8 % 73.3 % 74.5 % 76.4 % Gross profit 2,373,582 1,820,807 1,144,060 30.4 % 59.2 % 26.7 % 25.5 % 23.6 % Operating expenses: Selling, general and administrative 1,826,858 1,397,969 969,890 30.7 % 44.1 % 20.5 % 19.6 % 20.0 % Advertising and marketing 618,902 513,302 426,896 20.6 % 20.2 % 7.0 % 7.2 % 8.8 % Total operating expenses 2,445,760 1,911,271 1,396,786 28.0 % 36.8 % 27.5 % 26.7 % 28.8 % Loss from operations (72,178) (90,464) (252,726) 20.2 % 64.2 % (0.8) % (1.3) % (5.2) % Interest (expense) income, net (1,639) (2,022) 356 18.9 % n/m - % - % - % Loss before income tax provision (73,817) (92,486) (252,370) 20.2 % 63.4 % (0.8) % (1.3) % (5.2) % Income tax provision - - - - % - % - % - % - % Net loss $ (73,817) $ (92,486) $ (252,370)20.2 % 63.4 % (0.8) % (1.3) % (5.2) % n/m - not meaningful Net Sales Fiscal Year 2021 vs. 2020 2020 vs. 2019 ($ in thousands) 2021 2020 2019 $ Change % Change $ Change % Change Consumables $ 6,102,367 $ 4,967,673 $ 3,596,778 $ 1,134,69422.8 % $ 1,370,89538.1 % Hardgoods 1,305,937 1,153,639 705,087 152,298 13.2 % 448,552 63.6 % Other 1,482,469 1,024,952 544,878 457,517 44.6 % 480,074 88.1 % Net sales $ 8,890,773 $ 7,146,264 $ 4,846,743 $ 1,744,50924.4 % $ 2,299,52147.4 % Net sales for Fiscal Year 2021 increased by $1.7 billion, or 24.4%, to $8.9 billioncompared to $7.1 billionfor Fiscal Year 2020. This increase was primarily due to growth of our active customer base and increased spending per customer. Our active customer base increased by 1.5 million, or 7.6%, year-over-year. In addition, net sales per active customer increased $58, or 15.6%, to $430in Fiscal Year 2021 compared to Fiscal Year 2020, driven by ongoing catalog expansion and growth led by our consumables and healthcare businesses.
Cost of goods sold and gross profit
Cost of goods sold for Fiscal Year 2021 increased by
$1.2 billion, or 22.4%, to $6.5 billioncompared to $5.3 billionin Fiscal Year 2020. This increase was primarily due to a 21.9% increase in orders shipped and associated product, outbound freight, and shipping supply costs. The increase in cost of goods sold was lower than the increase in net sales on a percentage basis, primarily as a result of a change in mix of sales and continued gains in supply chain efficiencies as we scale. Gross profit for Fiscal Year 2021 increased by $552.8 million, or 30.4%, to $2.4 billioncompared to $1.8 billionin Fiscal Year 2020. 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 2021 increased by approximately 120 basis points compared to Fiscal Year 2020, primarily due to margin expansion across our consumables, hardgoods, and healthcare businesses. 45 --------------------------------------------------------------------------------
Selling, general and administrative expenses
Selling, general and administrative expenses for Fiscal Year 2021 increased by
$428.9 million, or 30.7%, to $1.8 billioncompared to $1.4 billionin Fiscal Year 2020. This increase was primarily due to an increase of $280.1 millionin fulfillment costs largely attributable to increased investments to support the overall growth of our business, including the costs associated with the opening and operating of new fulfillment centers in Archbald, Pennsylvania, Belton, Missouri, Lewisberry, Pennsylvania, and Salisbury, North Carolina, a customer service center in Dallas, Texas, growth of fulfillment and customer service headcount, as well as expanded investments in wages and benefits and higher recruiting costs for fulfillment and customer service team members. Facilities expenses and other general and administrative expenses increased by $192.3 million, primarily due to the opening of a new corporate office in Seattle, Washington, increased headcount as a result of business growth, and expenses related to ongoing IT initiatives to support our customers and team members, including the migration to cloud-based IT systems. These increases were partially offset by a $43.5 millionreduction in non-cash share-based compensation expense.
Advertising and Marketing
Advertising and marketing expenses for Fiscal Year 2021 increased by
$105.6 million, or 20.6%, to $618.9 millioncompared to $513.3 millionin Fiscal Year 2020. The increase was primarily due to higher advertising and marketing spend in existing channels, due in part to an increase in advertising input costs since the pandemic-lows seen in the first half of Fiscal Year 2020, as well as expanding our advertising and marketing to new channels. Our marketing efforts and investments led to the addition of 1.5 million active customers during Fiscal Year 2021.
Cash and capital resources
We finance our operations and capital expenditures primarily through cash flows generated by operations and equity offerings. Our principal sources of liquidity are expected to be our cash and cash equivalents and our revolving credit facility. Cash and cash equivalents consist primarily of cash on deposit with banks and investments in money market funds,
U.S. Treasurysecurities, certificates of deposit, and commercial paper. Cash and cash equivalents totaled $603.1 millionas of January 30, 2022, an increase of $39.7 millionfrom January 31, 2021. We believe that our cash and cash equivalents and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements, and contractual obligations 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 titled "Risk Factors" in Item 1A of this 10-K Report. 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.
We have contractual obligations and other commitments that will need to be funded in the future, in addition to our working capital, capital expenditures and other strategic initiatives. Significant contractual obligations generally relate to obligations related to operating leases and real estate leases.
Operating and real estate lease obligations relate to fulfillment and customer service centers, corporate offices and certain equipment under non-cancelable operating leases, which expire at various dates through 2034. Real estate obligations include legally binding minimum lease payments for operating lease arrangements which have not yet commenced. As of
January 30, 2022, operating and real estate lease obligations included legally binding minimum lease payments of $943.3 million. For additional information related to real estate and operating leases, see Note 6 - Leases, in the "Notes to Consolidated Financial Statements" included in Part II, Item 8, Financial Statements and Supplementary Data, of this 10-K Report. Initial Public Offering During Fiscal Year 2019, we closed our initial public offering ("IPO"), in which we issued and sold 5.6 million shares of our Class A common stock at a public offering price of $22.00per share, raising $110.3 millionin net proceeds after deducting underwriting discounts, commissions, and offering costs of $6.2 million. For additional information, see Note 7 - Stockholders' Equity (Deficit), in the "Notes to Consolidated Financial Statements" included in Part II, Item 8, Financial Statements and Supplementary Data, of this 10-K Report. 46 --------------------------------------------------------------------------------
2020 share offering
During Fiscal Year 2020, we issued and sold 5,865,000 shares of Class A common stock at a public offering price of
$54.40per share, raising $318.4 millionin net proceeds after deducting offering costs of $0.6 million. For additional information, see Note 7 - Stockholders' Equity (Deficit), in the "Notes to Consolidated Financial Statements" included in Part II, Item 8, Financial Statements and Supplementary Data, of this 10-K Report.
Fiscal Year ($ in thousands) 2021 2020
Net cash flow generated by operating activities
$ 46,581Net cash used in investing activities $ (193,272) $ (123,695) $ (49,861)Net cash provided by financing activities $ 41,267 $ 342,197 $ 127,037Operating Activities Net cash provided by operating activities was $191.7 millionfor Fiscal Year 2021, which primarily consisted of $73.8 millionof net loss, non-cash adjustments such as depreciation and amortization expense of $55.0 millionand share-based compensation expense of $77.8 million, and a cash increase of $141.7 millionfrom the management of working capital. Cash increases from working capital were primarily driven by an increase in other current liabilities and payables, partially offset by an increase in inventories, receivables, and other current assets. Net cash provided by operating activities was $132.8 millionfor Fiscal Year 2020, which primarily consisted of $92.5 millionof net loss, non-cash adjustments such as depreciation and amortization expense of $35.7 millionand share-based compensation expense of $121.3 million, and a cash increase of $56.8 millionfrom the management of working capital. Cash increases from working capital were primarily driven by an increase in fulfillment and payroll liabilities and payables, partially offset by an increase in inventories.
Net cash used in investing activities was
$193.3 millionfor Fiscal Year 2021, primarily consisting of $183.2 millionof capital expenditures and $10.1 millionfor the acquisition of rights to developed technology intangible assets. Capital expenditures were related to the launch of new fulfillment centers, the launch and expansion of corporate offices, and the capitalization of labor and license costs associated with software development for internal use. Net cash used in investing activities was $123.7 millionfor Fiscal Year 2020, primarily consisting of $130.7 millionof capital expenditures partially offset by $9.0 millionof cash reimbursements, net of advances from PetSmart. Capital expenditures were related to the launch of new fulfillment centers, the expansion of corporate and customer service offices, and additional investments in IT hardware and software. Financing activities
Net cash provided by financing activities was
Net cash provided by financing activities was
$342.2 millionfor Fiscal Year 2020, primarily consisting of $318.4 millionof proceeds from our equity offering in September 2020, net of offering costs and $23.2 millionreceived pursuant to the tax sharing agreement with related parties.
ABL credit facility
June 18, 2019, we entered into a 5-year senior secured asset-backed credit facility (the "ABL Credit Facility") which provides for non-amortizing revolving loans, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities subject to customary conditions. 47 -------------------------------------------------------------------------------- On August 27, 2021, we amended the ABL Credit Facility to increase the aggregate principal amount to be up to $500 millionand increase the amount available for incremental asset-based revolving loan facilities to $300 million. In addition, the amendments resulted in a fixed 0.25% commitment fee with respect to the undrawn portion of the commitments. The ABL Credit Facility now matures in August 2026. Based on our borrowing base as of January 30, 2022, which is reduced by standby letters of credit, we had $462.9 millionof borrowing capacity under the ABL Credit Facility. As of January 30, 2022, we had no outstanding borrowings under the ABL Credit Facility. For additional information with respect to our ABL Credit Facility, see Note 5 - Debt in the Notes to Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this 10-K Report.
Critical accounting 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 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 involve a significant level of estimation uncertainty and have the greatest potential impact on our financial condition and results of operations and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates, assumptions, and judgments on an ongoing basis. Our actual results may differ from these estimates under different assumptions, judgments, and conditions. See Note 2 - Summary of Significant Accounting Policies, in the "Notes to Consolidated Financial Statements" included in Part II, Item 8, Financial Statements and Supplementary Data, of this 10-K Report for a description of our significant accounting policies as well as a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this 10-K Report. Share-Based Compensation We measure the cost of employee services received in exchange for a grant of a share-based award using the grant-date fair value of the award. For grants of restricted stock units subject to service-based and company performance-based vesting conditions, the fair value is established based on the market price on the date of the grant. The fair value of restricted stock unit grants subject to market-based vesting conditions is determined on the date of grant using a
Monte Carlomodel to simulate total stockholder return for Chewy and peer companies. The Company accounts for forfeitures as they occur. The Monte Carlo simulation requires the use of several variables to estimate the grant-date fair value of our share-based compensation awards including our stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The risk-free interest rate utilized is based on a 5-year term-matched zero-coupon U.S. Treasurysecurity yield at the time of grant. Expected volatility is based on historical volatility of the stock of our peer companies.
Estimates of deferred income taxes reflect management's assessment of actual future taxes to be paid on items reflected in the consolidated financial statements, giving consideration to both timing and the probability of realization. Actual income taxes could vary from these estimates due to future changes in income tax law, state income tax apportionment or the outcome of any review of our tax returns by the
IRS, as well as actual operating results that may vary significantly from anticipated results. For additional information on deferred tax assets and liabilities, see Item 8 of Part II, "Financial Statements and Supplementary Data", Note 9 - Income Taxes. We also recognize liabilities for uncertain tax positions based on the two-step process prescribed by the accounting guidance for uncertainty in income taxes. We determine whether it is more likely than not that a tax position will be sustained upon examination. The tax benefit of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. This measurement step is inherently difficult and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes. 48
Recent accounting pronouncements
Information regarding recent accounting pronouncements is included in Item 8 of Part II, "Financial Statements and Supplementary Data", Note 2 in the "Notes to Consolidated Financial Statements" of this 10-K Report.
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