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0001040130FALSE00010401302023-07-312023-07-31

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): July 31, 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 July 31, 2023, PetMed Express, Inc. (the “Company”) issued a press release announcing its June 30, 2023 first 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 July 31, 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 July 31, 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 August 18, 2023, to shareholders of record at the close of business on August 14, 2023. 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 July 31, 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: July 31, 2023
PETMED EXPRESS, INC.
By: /s/ Christine Chambers
Name: Christine Chambers
Title: Chief Financial Officer and Treasurer
3
EX-99.1 2 pets-20230630xexx991.htm EX-99.1 Document

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

Delray Beach, Florida, July 31, 2023, PetMed Express, Inc. (NASDAQ: PETS)(“PetMeds” or “Company”), Your Trusted Pet Health ExpertTM, today announced its financial results for its first quarter ended June 30, 2023. 

Quarterly Highlights
•Net sales for the quarter ended June 30, 2023, were $78.2 million, compared to $70.2 million for the first quarter in the prior year, an increase of 11.5%. 
•PetMeds reported an increase in new customers of 25% year over year for the quarter ended June 30, 2023, representing the third consecutive quarter of new customer growth. This includes new customers from the PetCareRx acquisition.
•Net loss for the quarter ended June 30, 2023 was $(0.9) million, or $(0.04) per diluted share, including $1.1 million of acquisition related costs expensed in the quarter. The quarterly results compare to net income of $2.8 million, or $0.14 diluted earnings per share, for the prior year quarter ended June 30, 2022. 
•Adjusted EBITDA1 of $3.3 million for the current year quarter, compared to Adjusted EBITDA of $6.3 million, for the quarter ended June 30, 2022, a decrease of 47%. The decrease was due to increased gross profit and other income, offset by higher G&A expenses and advertising expenses.
•PetMeds successfully closed on the acquisition of PetCareRx on April 3, 2023 and is including almost a full quarter of results in the consolidated results ended June 30, 2023.
"This quarter's performance is a pivotal step in our Company's transformative path,” said Matt Hulett, CEO and President. “After over two years of declining revenues, we have successfully achieved year-over-year growth in our top line.” Hulett continued, “Not only did revenue increase by 11.5%, year-over-year, but 49% of our total revenue was derived from recurring sources such as our AutoShip subscription and PetPlus membership programs. Our journey towards becoming a leader in comprehensive pet health expertise is showing promising progress. The acquisition of PetCareRx has unlocked tremendous growth opportunities, allowing us to expand our product catalog and capitalize on synergies between the two. "
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 August 18, 2023, to shareholders of record at the close of business on August 14, 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, July 31, 2023
Public call dial in (877) 407-0789 (toll free) or (201) 689-8562. 
Webcast stream link: https://investors.petmeds.com/overview/default.aspx for those who wish to stream the call via webcast. 
Replay: Available until August 14, 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 13740086.
Founded in 1996, PetMeds is Your Trusted Pet Health Expert™, providing prescription and non-prescription medications, food, supplements, supplies and vet services 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 the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in the Company’s 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-Qs and its Annual Reports on Form 10-K. 
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






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)
June 30,
2023
March 31,
2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 61,534  $ 104,086 
Accounts receivable, less allowance for doubtful accounts of $38 and $35, respectively
1,894  1,740 
Inventories - finished goods 32,324  19,023 
Prepaid expenses and other current assets 8,530  4,719 
Prepaid income taxes 1,548  1,883 
Total current assets 105,830  131,451 
Noncurrent assets:
Property and equipment, net 27,207  26,178 
Intangible and other assets, net 17,671  5,860 
Goodwill 20,735  – 
Operating lease right-of-use assets, net 2,024  – 
Deferred tax assets, net 7,270  628 
Total noncurrent assets 74,907  32,666 
Total assets $ 180,737  $ 164,117 
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:


Accounts payable $ 40,037  $ 25,208 
Accrued expenses and other current liabilities 13,240  11,289 
Current lease liabilities 799  – 
Deferred revenue 3,246  – 
Total current liabilities 57,322  36,497 
Long-term lease liabilities 1,268  – 
Other long-term liabilities 3,825  3,825 
Total liabilities 62,415  40,322 
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, $0.001 par value, 40,000 shares authorized; 21,170 and 21,084 shares issued and outstanding, respectively
21  21 
Additional paid-in capital 20,037  18,277 
Retained earnings 98,255  105,488 
Total shareholders' equity 118,322  123,795 
Total liabilities and shareholders' equity $ 180,737  $ 164,117 
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
June 30,

2023 2022
Sales $ 78,244  $ 70,187 
Cost of sales 55,718  50,244 

Gross profit 22,526  19,943 



Operating expenses:



General and administrative 15,711  9,351 
Advertising 7,265  6,349 
Depreciation and amortization 1,678  753 
Total operating expenses 24,654  16,453 



(Loss) income from operations (2,128) 3,490 



Other income:


Interest income, net 620  117 
Other, net 506  198 
Total other income 1,126  315 



(Loss) income before (benefit) provision for income taxes (1,002) 3,805 



(Benefit) provision for income taxes (115) 1,030 


Net (loss) income $ (887) $ 2,775 


Net (loss) income per common share:


Basic $ (0.04) $ 0.14 
Diluted $ (0.04) $ 0.14 

Weighted average number of common shares outstanding:
Basic 20,333 20,208
Diluted 20,333 20,291

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


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

Three Months Ended
June 30,
2023 2022
Cash flows from operating activities:
Net (loss) income $ (887) $ 2,775 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 1,678  753 
Share based compensation 1,760  1,536 
Deferred income taxes (450) (294)
Bad debt expense 19  45 
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:
Accounts receivable (46) 86 
Inventories - finished goods (10,185) 9,880 
Prepaid income taxes 335  681 
Prepaid expenses and other current assets (2,390) 451 
Operating lease right-of-use assets, net 196  – 
Accounts payable 9,115  (10,469)
Accrued expenses and other current liabilities 1,369  97 
Lease liabilities (205) – 
Deferred revenue 253  – 
Income taxes payable –  839 
Net cash provided by operating activities $ 562  $ 6,380 
Cash flows from investing activities:
Purchase of minority interest investment in Vetster –  (5,000)
Acquisition of PetCareRx, net of cash acquired (35,859) – 
Purchases of property and equipment (1,153) (982)
Net cash used in investing activities $ (37,012) $ (5,982)
Cash flows from financing activities:
Dividends paid (6,102) (6,064)
Net cash used in financing activities $ (6,102) $ (6,064)
Net decrease in cash and cash equivalents (42,552) (5,666)
Cash and cash equivalents, at beginning of period 104,086  111,080 
Cash and cash equivalents, at end of period $ 61,534  $ 105,414 
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ –  $ – 
Dividends payable in accrued expenses $ 1,507  $ 791 
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) June 30,
2023
June 30,
2022
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA:





Net (loss) income $ (887) $ 2,775  $ (3,662) (132) %


Add (subtract):

Share-based Compensation $ 1,760  $ 1,536  $ 224  15  %
Income Taxes $ (115) $ 1,030  $ (1,145) (111) %
Depreciation and Amortization $ 1,678  $ 753  $ 925  123  %
Interest (Income)/Expense $ (620) $ (117) $ (503) 430  %
Acquisition/Partnership Transactions and Other Items $ 1,126  $ 355  $ 771  n/m
Employee Severance $ 393  $ –  $ 393  n/m
Adjusted EBITDA $ 3,335  $ 6,332  $ (2,997) (47) %
Exhibit 99.1 Page 7 of 7