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0001040130FALSE00010401302023-05-222023-05-22

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): May 22, 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 May 22, 2023, PetMed Express, Inc. (the “Company”) issued a press release announcing its March 31, 2023 fourth 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 May 22, 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 May 22, 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 June 12, 2023, to shareholders of record at the close of business on June 6, 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 May 22, 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: May 22, 2023
PETMED EXPRESS, INC.
By: /s/ Christine Chambers
Name: Christine Chambers
Title: Chief Financial Officer and Treasurer
3
EX-99.1 2 pets-2023331xex991.htm EX-99.1 Document

Exhibit 99.1
PetMeds® Announces Its Fourth Quarter and Fiscal Year End Financial Results and Declares a Quarterly Dividend of $0.30 Per Share

Delray Beach, Florida, May 22, 2023, PetMed Express, Inc. (NASDAQ: PETS), Your Trusted Pet Health ExpertTM, today announced its financial results for its fourth quarter and fiscal year ended March 31, 2023. 

Quarterly Highlights
•Net sales for the quarter ended March 31, 2023, were $62.4 million, compared to $66.0 million for the fourth quarter in the prior year, a decrease of 5.4%. 
•New customers increased 12% year over year for the quarter ended March 31, 2023 representing the second consecutive quarter of quarterly year-over-year new customer growth following a 2 ½ year period without such growth.
•Net loss for the quarter ended March 31, 2023 was $(5.1) million, or $(0.25) diluted earnings per share, and includes $7.9 million, or $0.29 per diluted share, for items which management believes are not indicative of our ongoing operations. This compares to net income of $6.1 million, or $0.30 diluted earnings per share, for the prior year quarter ended March 31, 2022. 
•Adjusted EBITDA1 was $3.6 million for the current year quarter, compared to Adjusted EBITDA of $9.5 million, for the quarter ended March 31, 2022, a decrease of 61.8%.

Annual Highlights
•Net sales for the fiscal year ended March 31, 2023, were $256.9 million, compared to $273.4 million for the prior year, a decrease of 6.1%.
•Net income for the fiscal year ended March 31, 2023 was $233.0 thousand, or $0.01 diluted earnings per share, and includes $9.7 million, or $0.36 per diluted share, for items not indicative of our ongoing operations. This compares to net income of $21.1 million, or $1.04 diluted earnings per share, for the prior fiscal year ended March 31, 2022.
•Adjusted EBITDA was $19.8 million, for the fiscal year ended March 31, 2023, compared to Adjusted EBITDA of $34.0 million for the fiscal year ended March 31, 2022, a decrease of 41.9%.

“Fiscal 2023, particularly in the final quarter, represented a critical investment timeframe for PetMeds, as we strengthened the team, enhanced our systems, identified PetCareRx as a strategic acquisition opportunity, and turned our focus to incorporating our newly added investments. Revenue was down year over year by 6.1% but higher quarter over quarter. AutoShip & Save recurring revenue is the highest it's ever been at 44%, and new customers increased 12% for the quarter," said Matt Hulett, CEO and President.

Mr. Hulett continued, "We are progressing on our growth strategy, expanding our product catalog, building recurring revenue, growing our customer base, and adding differentiated services with our exclusive Vetster partnership and strategic Pumpkin partnership. We have built a solid foundation for future revenue growth and will continue our focus on the integration and execution of our strategic initiatives. We are confident this process will begin to bear fruit as each component achieves scale."
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 June 12, 2023, to shareholders of record at the close of business on June 6, 2023.  The declaration and payment of future dividends is discretionary and will be subject to the determination by the Board of Directors.
This afternoon the Company will host a conference call to review the quarter’s financial results. 

Time: 4:30 P.M. Eastern Time, May 22, 2023
Public call dial in (877) 407-0789 (toll free) or (201) 689-8562. 
Webcast stream link:  https://investors.petmeds.com for those who wish to stream the call via webcast. 
Replay: Available until June 5, 2023, at 11:59 P.M Eastern Time. 
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.



To access the replay, call (844) 512-2921 (toll free) or (412) 317-6671 and enter passcode 13738424.
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 year ended March 31, 2023.  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



PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for per share data)
March 31,
2023
March 31,
2022
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 104,086  $ 111,080 
Accounts receivable, less allowance for doubtful accounts of $35 and $39, respectively
1,740  1,913 
Inventories - finished goods 19,023  32,455 
Prepaid expenses and other current assets 4,719  4,866 
Prepaid income taxes 1,883  681 
Total current assets 131,451  150,995 
Noncurrent assets:
Property and equipment, net 26,178  24,464 
Intangible and other assets 5,860  860 
Deferred tax assets 628  — 
Total noncurrent assets 32,666  25,324 
Total assets $ 164,117  $ 176,319 
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:


Accounts payable $ 25,208  $ 27,500 
Accrued expenses and other current liabilities 11,289  5,697 
Total current liabilities 36,497  33,197 
Deferred tax liabilities —  936 
Other long-term liabilities 3,825  — 
Total liabilities 40,322  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; 21,084 and 20,979 shares issued and outstanding, respectively
21  21 
Additional paid-in capital 18,277  11,660 
Retained earnings 105,488  130,496 
Total shareholders' equity 123,795  142,186 
Total liabilities and shareholders' equity $ 164,117  $ 176,319 



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

Three Months Ended March 31, Year Ended
March 31,

2023 2022 2023 2022
Sales $ 62,407  $ 66,002  $ 256,858  $ 273,417 
Cost of sales 45,025  46,605  185,844  195,341 



Gross profit 17,382  19,397  71,014  78,076 





Operating expenses:






General and administrative 18,945  8,289  49,474  30,829 
Advertising 4,555  3,364  19,424  18,799 
Depreciation 994  687  3,546  2,738 
Total operating expenses 24,494  12,340  72,444  52,366 





(Loss) income from operations (7,112) 7,057  (1,430) 25,710 





Other income:




Interest income, net 857  92  2,070  335 
Other, net 226  285  944  1,026 
Total other income 1,083  377  3,014  1,361 





(Loss) income before provision for income taxes (6,029) 7,434  1,584  27,071 





(Benefit) provision for income taxes (927) 1,368  1,351  5,971 



Net (loss) income $ (5,102) $ 6,066  $ 233  $ 21,100 



Net (loss) income per common share:




Basic $ (0.25) $ 0.30  $ 0.01  $ 1.05 
Diluted $ (0.25) $ 0.30  $ 0.01  $ 1.04 

Weighted average number of common shares outstanding:
Basic 20,329 20,208 20,275 20,176
Diluted 20,339 20,335 20,339 20,358

Cash dividends declared per common share $ 0.30  $ 0.30  $ 1.20  $ 1.20 



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

Year Ended
March 31,
2023 2022
Cash flows from operating activities:
Net income $ 233  $ 21,100 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 3,546  2,738 
Share based compensation 6,617  4,549 
Deferred income taxes (1,564) (345)
Bad debt expense 214  165 
(Increase) decrease in operating assets and increase (decrease) in liabilities:
Accounts receivable (41) 509 
Inventories - finished goods 13,432  1,965 
Prepaid income taxes (1,202) 278 
Prepaid expenses and other current assets 147  (363)
Accounts payable (2,292) (12,048)
Accrued expenses and other current liabilities 8,713  (50)
Income taxes payable —  — 
Net cash provided by operating activities 27,803  18,498 
Cash flows from investing activities:
Purchase of minority interest investment in Vetster
(5,000) — 
Purchases of property and equipment (5,260) (1,752)
Net cash used in investing activities (10,260) (1,752)
Cash flows from financing activities:
Dividends paid (24,537) (24,384)
Net cash used in financing activities (24,537) (24,384)
Net decrease in cash and cash equivalents (6,994) (7,638)
Cash and cash equivalents, at beginning of year 111,080  118,718 
Cash and cash equivalents, at end of year $ 104,086  $ 111,080 
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 4,312  $ 6,085 
Dividends payable in accrued expenses $ 1,262  $ 558 



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; 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 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 an 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 is a non-cash charges, the assets being depreciated 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.



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) March 31,
2023
March 31,
2022
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA:





Net (loss) income $ (5,102) $ 6,066  $ (11,168) (184) %


Add (subtract):

Share-based Compensation $ 1,630  $ 1,509  $ 121  %
Income Taxes $ (927) $ 1,368  $ (2,295) (168) %
Depreciation $ 994  $ 687  $ 307  45  %
Interest Income $ (857) $ (92) $ (765) 832  %
Acquisition/Partnership Transactions and Other Items $ 1,010  $ —  $ 1,010  n/m
State Sales Tax Accrual $ 6,900  $ —  $ 6,900  n/m
Adjusted EBITDA
$ 3,648  $ 9,538  $ (5,890) (62) %
Year Ended


($ in thousands, except percentages) March 31,
2023
March 31,
2022
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA:





Net income $ 233  $ 21,100  $ (20,867) (99) %


Add (subtract):

Share-based Compensation $ 6,617  $ 4,549  $ 2,068  45  %
Income Taxes $ 1,351  $ 5,971  $ (4,620) (77) %
Depreciation $ 3,546  $ 2,738  $ 808  30  %
Interest Income $ (2,070) $ (335) $ (1,735) 518  %
Acquisition/Partnership Transactions and Other Items $ 1,904  $ —  $ 1,904  n/m
Employee Severance $ 364  $ —  $ 364  n/m
State Sales Tax Accrual $ 7,825  $ —  $ 7,825  n/m
Adjusted EBITDA
$ 19,770  $ 34,023  $ (14,253) (42) %