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0001040130FALSE00010401302023-02-062023-02-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 6, 2023
PetMed Express, Inc.
(Exact name of registrant as specified in its charter)
Florida
000-28827
65-0680967
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
420 South Congress Avenue, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 526-4444
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.001 per share
PETS
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, 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 13(a) of the Exchange Act. o On February 6, 2023, PetMed Express, Inc. (the “Company”) issued a press release announcing its December 31, 2022 third quarter financial results and other financial information, and that management would review these results in a conference call at 4:30 pm Eastern time on February 6, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.



Item 2.02 Results of Operations and Financial Condition.
The information in this Item 2.02 and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.
The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached press release.
Item 7.01 Regulation FD Disclosure.
Additionally, the Company announced in it’s February 6, 2023 press release that its Board of Directors declared a quarterly dividend of $0.30 per share on its common stock. The dividend will be payable on February 27, 2023, to shareholders of record at the close of business on February 20, 2023. The Company intends to continue to pay regular quarterly dividends; however, the declaration and payment of future dividends is discretionary and will be subject to a determination by the Board of Directors each quarter following its review of the Company’s financial performance.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any Company filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1 – Press release dated February 6, 2023.
104 – Cover Page Interactive Data File (formatted as Inline XBRL).
EXHIBIT INDEX
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL)
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 6, 2023
PETMED EXPRESS, INC.
By: /s/ Christine Chambers
Name: Christine Chambers
Title: Chief Financial Officer
3
EX-99.1 2 pets-20221231xexx991.htm EX-99.1 Document

Exhibit 99.1
PetMeds® Announces Its Third Quarter Financial Results and Declares a Quarterly Dividend of $0.30 Per Share

Delray Beach, Florida, February 6, 2023, PetMed Express, Inc. (NASDAQ: PETS), Your Trusted Pet Health ExpertTM, today announced its financial results for its third quarter ended December 31, 2022. 

Quarterly Highlights
•Net sales for the quarter ended December 31, 2022, were $58.9 million, compared to $60.7 million for third quarter in the prior year, a decrease of 3.0%. 
•PetMeds® reports new customers increased 9% year over year for the quarter ended December 31, 2022 representing the first customer increase in 2 ½ years.
•Net loss for the quarter ended December 31, 2022 was $19.0 thousand, or $(0.00) diluted earnings per share or $0.02 per diluted share excluding the effects of certain acquisition related costs not indicative of our ongoing operations. This compares to net income of $4.3 million, or $0.21 diluted earnings per share, for the prior year quarter ended December 31, 2021. 
•Adjusted EBITDA1 was $2.7 million, for the current year quarter, compared to Adjusted EBITDA of $7.6 million, for the quarter ended December 31, 2021, a decrease of 64%.
“We’re pleased to see the first year over year increase in customers for PetMeds in the last 10 quarters. Revenue was down year over year 3.0%, but stable sequentially despite the prior quarter benefiting from an elongated flea and tick season," said Matt Hulett, CEO and President.

Mr. Hulett continued, “We believe that we are making progress towards being a leader in total pet health expertise. We are confident that our investments in the core PetMeds business, our unique on-demand digital veterinarian and pet telemedicine service and our recently announced acquisition of PetCareRx, will position PetMeds for future long-term growth.”
The Board of Directors declared a quarterly dividend of $0.30 per share on the Company’s common stock.  The dividend will be payable on February 27, 2023, to shareholders of record at the close of business on February 20, 2023.  The declaration and payment of future dividends is discretionary and will be subject to the determination by the Board of Directors.

Based on a sales tax assessment received and accrued in the second quarter fiscal year 2023, the Company initiated a process to evaluate the potential for further sales tax contingencies, We expect to complete the evaluation in the quarter ending March 31, 2023, the results of which could have a material effect on the results of operations.
This afternoon the Company will host a conference call to review the quarter’s financial results. 

Time: 4:30 P.M. Eastern Time, February 6, 2023
Public call dial in (877) 407-0789 (toll free) or (201) 689-8562. 
Webcast stream link: https://www.1800petmeds.com/investor.html for those who wish to stream the call via webcast. 
Replay: Available until February 20, 2023, at 11:59 P.M Eastern Time.
To access the replay, call (844) 512-2921 (toll free) or (412) 317-6671 and enter passcode 13735907.
Founded in 1996, PetMeds is Your Trusted Pet Health Expert™, delivering prescription and non-prescription pet medications and other health products for dogs, cats, and horses at competitive prices direct to the consumer through its 1-800-PetMeds toll free number and through its website at www.petmeds.com.
This press release may contain “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan.  Important factors that could cause results to differ materially from those indicated by such “forward-looking” statements are set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the PetMed Express Annual Report on Form 10-K for the
1 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
Exhibit 99.1 Page 1 of 7


year ended March 31, 2022.  The Company’s future results may also be impacted by other risk factors listed from time to time in its SEC filings, including, but not limited to, the Company's Form 10-Q and its Annual Report on Form 10-K. 


PETMEDS INVESTOR RELATIONS CONTACT
Brian M. Prenoveau, CFA
MZ Group
561-489-5315
investor@petmeds.com

PETMEDS MEDIA CONTACT
Mary Eva Tredway
Butin PR
maryeva@butinpr.com
Exhibit 99.1 Page 2 of 7


PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for per share data)
December 31,
2022
March 31,
2022
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 102,428  $ 111,080 
Accounts receivable, less allowance for doubtful accounts of $40 and $39, respectively 1,944  1,913 
Inventories - finished goods 22,402  32,455 
Prepaid expenses and other current assets 5,637  4,866 
Prepaid income taxes 1,608  681 
Total current assets 134,019  150,995 
Noncurrent assets:
Property and equipment, net 25,242  24,464 
Intangible and other assets 5,860  860 
Total noncurrent assets 31,102  25,324 
Total assets $ 165,121  $ 176,319 
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:


Accounts payable $ 24,317  $ 27,500 
Accrued expenses and other current liabilities 6,754  5,697 
Total current liabilities 31,071  33,197 
Deferred tax liabilities 465  936 
Total liabilities 31,536  34,133 
Commitments and contingencies

Shareholders' equity:
Preferred stock, $.001 par value, 5,000 shares authorized; 3 convertible shares issued and outstanding with a liquidation preference of $4 per share
Common stock, $.001 par value, 40,000 shares authorized; 21,077 and 20,979 shares issued and outstanding, respectively
21  21 
Additional paid-in capital 16,647  11,660 
Retained earnings 116,908  130,496 
Total shareholders' equity 133,585  142,186 
Total liabilities and shareholders' equity $ 165,121  $ 176,319 
Exhibit 99.1 Page 3 of 7


PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share amounts) (Unaudited)

Three Months Ended
December 31,
Nine Months Ended
December 31,

2022 2021 2022 2021
Sales $ 58,870  $ 60,717  $ 194,451  $ 207,415 
Cost of sales 43,632  42,992  140,819  148,736 



Gross profit 15,238  17,725  53,632  58,679 





Operating expenses:






General and administrative 10,425  7,541  30,529  22,540 
Advertising 4,641  4,327  14,869  15,435 
Depreciation 941  710  2,552  2,051 
Total operating expenses 16,007  12,578  47,950  40,026 





Income (loss) from operations (769) 5,147  5,682  18,653 





Other income:




Interest income, net 708  84  1,213  243 
Other, net 259  287  718  741 
Total other income 967  371  1,931  984 





Income before provision for income taxes 198  5,518  7,613  19,637 





Provision for income taxes 217  1,261  2,278  4,603 



Net income (loss) $ (19) $ 4,257  $ 5,335  $ 15,034 



Net income (loss) per common share:




Basic $ (0.00) $ 0.21  $ 0.26  $ 0.75 
Diluted $ (0.00) $ 0.21  $ 0.26  $ 0.74 

Weighted average number of common shares outstanding:
Basic 20,301 20,208 20,257 20,165
Diluted 20,301 20,329 20,339 20,365

Cash dividends declared per common share $ 0.30  $ 0.30  $ 0.90  $ 0.90 
Exhibit 99.1 Page 4 of 7


PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)

Nine Months Ended
December 31,
2022 2021
Cash flows from operating activities:
Net income $ 5,335  $ 15,034 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 2,552  2,051 
Share based compensation 4,987  3,040 
Deferred income taxes (471) (19)
Bad debt expense 292  104 
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:
Accounts receivable (324) 1,216 
Inventories - finished goods 10,053  6,780 
Prepaid income taxes (927) (911)
Prepaid expenses and other current assets (771) 1,287 
Accounts payable (3,183) (17,613)
Accrued expenses and other current liabilities 536  (1,188)
Net cash provided by operating activities 18,079  9,781 
Cash flows from investing activities:
Purchase of minority interest investment in Vetster (5,000) — 
Purchases of property and equipment (3,329) (1,266)
Net cash used in investing activities (8,329) (1,266)
Cash flows from financing activities:
Dividends paid (18,402) (18,322)
Net cash used in financing activities (18,402) (18,322)
Net decrease in cash and cash equivalents (8,652) (9,807)
Cash and cash equivalents, at beginning of period 111,080  118,718 
Cash and cash equivalents, at end of period $ 102,428  $ 108,911 
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 3,870  $ 5,580 
Dividends payable in accrued expenses $ 1,079  $ 329 
Exhibit 99.1 Page 5 of 7


Non-GAAP Financial Measures
To provide investors and the market with additional information regarding our financial results, we have disclosed (see below) adjusted EBITDA, a non-GAAP financial measure that we calculate as net income excluding share-based compensation expense; depreciation and amortization; income tax provision; interest income (expense); and other non-operational expenses. We have provided reconciliations below of adjusted EBITDA to net income, the most directly comparable GAAP financial measures.
We have included adjusted EBITDA, herein, 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 other expenses. 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 share-based compensation expense, depreciation and amortization 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 and interest income (expense), as neither are components of our core business operations. We also believe that it is useful to exclude other expenses, including the investment banking fee related to the Vetster partnership, acquisition costs related to PetCareRx, employee severance and estimated state sales tax accrual as these items are not indicative of our ongoing operations. Adjusted EBITDA has limitations as a financial measure, and these non-GAAP measures should not be considered 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. Share-based compensation has been, and will continue to be for the foreseeable future, a material 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;
•Adjusted EBITDA does not reflect certain non-operating expenses including the employee severance which reduces cash available to us;
•Adjusted EBITDA does not reflect certain expenses including the estimated state sales tax accrual which reduces cash available to us.
•Other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces the measures usefulness as comparative measures.
Exhibit 99.1 Page 6 of 7


Because of these and other limitations, adjusted EBITDA should only be considered as supplemental to, and alongside with other GAAP based financial performance measures, including various cash flow metrics, net income, net margin, and our other GAAP results. The following table presents a reconciliation of net income, the most directly comparable GAAP measure to adjusted EBITDA for each of the periods indicated:
Reconciliation of Non-GAAP Measures
PetMed Express, Inc.
(Unaudited)
Three Months Ended


($ in thousands, except percentages) December 31,
2022
December 31,
2021
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA:





Net income (loss) $ (19) $ 4,257  $ (4,276) (100) %


Add (subtract):

Share-based Compensation $ 1,770  $ 1,440  $ 330  23  %
Income Taxes $ 217  $ 1,261  $ (1,044) (83) %
Depreciation $ 941  $ 710  $ 231  33  %
Interest (Income)/Expense $ (708) $ (84) $ (624) 743  %
Acquisition and Partnership Transactions $ 539  $ —  $ 539  n/m
Employee Severance $ —  $ —  $ —  n/m
State Sales Accrual $ —  $ —  $ —  n/m
Adjusted EBITDA
$ 2,740  $ 7,584  $ (4,844) (64) %
Nine Months Ended


($ in thousands, except percentages) December 31,
2022
December 31,
2021
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA:





Net income
$ 5,335  $ 15,034  $ (9,699) (65) %


Add (subtract):

Share-based Compensation $ 4,987  $ 3,040  $ 1,947  64  %
Income Taxes $ 2,278  $ 4,603  $ (2,325) (51) %
Depreciation $ 2,552  $ 2,051  $ 501  24  %
Interest (Income)/Expense $ (1,213) $ (243) $ (970) 399  %
Acquisition and Partnership Transactions $ 894  $ —  $ 894  n/m
Employee Severance $ 364  $ —  $ 364  n/m
State Sales Accrual $ 925  $ —  $ 925  n/m
Adjusted EBITDA
$ 16,122  $ 24,485  $ (8,363) (34) %

Exhibit 99.1 Page 7 of 7