8-K
PETMED EXPRESS INC (PETS)
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 26, 2021
| PetMed Express, Inc.<br> (Exact name of registrant as specified in its charter) | ||
|---|---|---|
| Florida | 000-28827 | 65-0680967 |
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> Identification No.) |
| 420 South Congress Avenue, Delray Beach, FL 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☐ |
|---|
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. ☐
Item 2.01 Results of Operations and Financial Condition.
On July 26, 2021, PetMed Express, Inc. (the “Company”) issued a press release announcing its June 30, 2021 quarter-end financial results. Additionally, the Company announced 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 13, 2021, to shareholders of record at the close of business on August 6, 2021. 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. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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, 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 26, 2021.<br><br> <br>104 – Cover Page Interactive Data File (formatted as Inline XBRL). |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated July 26, 2021 |
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 26, 2021
| PETMED EXPRESS, INC. | |
|---|---|
| By: | /s/ Bruce S. Rosenbloom |
| Name: | Bruce S. Rosenbloom |
| Title: | Chief Financial Officer |
2
ex_267426.htm
| Exhibit 99.1 |
|---|
| PETMED EXPRESS, INC. D/B/A 1-800-PETMEDS ANNOUNCES ITS FIRST<br><br> <br>QUARTER FINANCIAL RESULTS AND A QUARTERLY DIVIDEND OF $0.30 PER SHARE |
Delray Beach, Florida, July 26, 2021 - PetMed Express, Inc. (NASDAQ: PETS) today announced its financial results for its first quarter ended June 30, 2021. Net sales for the quarter ended June 30, 2021 were $79.3 million, compared to $96.2 million for the quarter ended June 30, 2020, but relatively flat versus the quarter ended June 30, 2019, prior to the pandemic. Net income for the quarter ended June 30, 2021 was $4.4 million, or $0.22 diluted per share, compared to net income of $7.8 million, or $0.39 diluted per share, for the same quarter the prior year, and $5.3 million or $0.26 for the quarter ended June 30, 2019. During the quarter ended June 30, 2021 there were one-time charges of $717,000 related to the CEO’s separation agreement. The Company also incurred an additional cost of $260,000 related to brand and marketing consulting fees.
Mendo Akdag, the Company’s CEO, commented: “In our first quarter of FY 2022, we faced a unique situation. We were coming off a very strong quarter the previous year that was primarily driven by increased online buying as a result of the pandemic causing many stores to close and many vets to be unavailable. As a result, in the first quarter of FY 2021 consumers increasingly relied on ecommerce. However, during the most recent quarter while the pandemic was abating and stores were re-opening, the advertising market was rapidly recovering with demand driving up ad prices dramatically. As a result, our advertising spending delivered fewer ad impressions than in prior years. Because of this, we believe our advertising spending was less effective in the most recent quarter in its ability to attract new customers. Ad prices may revert back to more normal levels as the pandemic further subsides which may increase the efficiency and effectiveness of our media spending and thereby continue to help us gain new customers.”
Mr. Akdag added,” In addition, during the most recent quarter there was a dramatic increase in veterinary visits by consumers who were unable to visit their veterinarians during the pandemic. We believe the increase in veterinary visits was primarily due to pet owners needing to visit their veterinarians for their pets’ annual exam and to renew their prescriptions. Since some pet owners purchase medications directly from their vets during their veterinary visit, the Company believes this negatively impacted its sales during the quarter. We would expect to see stronger reorder sales in the back half of FY 2022, as we anticipate more prescriptions being renewed.”
Gian Fulgoni, Chairman of the Board of Directors, commented: “We are excited about the Company’s future. We are already a leader in the online pet medication market, which has a tremendous long term growth opportunity as pet owners continue to shift their purchases to ecommerce. The Company is in a very strong financial position, with over $111 million in cash and cash equivalents and no debt. We have two new board members on the slate for the annual shareholders’ meeting this week, who each bring deep ecommerce and marketing experience to the board, and we are well underway with our search for a new CEO. Going forward, we anticipate that the introduction of new media strategies and value-added services will successfully broaden our customer base. We will also continue investing in our ecommerce platform to better service our customers by adding additional features to our website to further drive sales, like AutoShip & Save, which was launched on our ecommerce platform last week. Our customers responded very positively and enrollment in AutoShip & Save was strong in this first week. We anticipate many more of our reorder sales will transition to AutoShip & Save by the end of our fiscal year.”
Finally, the Company would like to acknowledge its current CEO Mendo Akdag, who will be leaving the Company on July 30, 2021. The Company is very appreciative of Mendo’s leadership, vision, and dedication over the past 20 years, and wishes him the best in his future endeavors.
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 13, 2021, to shareholders of record at the close of business on August 6, 2021. 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.
This morning at 8:30 A.M. Eastern Time, the Company will host a conference call to review the quarter-end financial results. To access the call, which is open to the public, dial (888) 455-1758 (toll free) or (203) 827-7025. Please call in ten minutes prior to the scheduled start time. Callers will be required to supply PETMEDS as the passcode. For those unable to participate in the live event, the call will be available for replay from 10:00 A.M. Eastern Time on July 26, 2021 until August 9, 2021 at 11:59 P.M. Eastern Time. To access the replay, call (866) 360-7718 (toll free) or (203) 369-0170 and enter passcode 5500.
Founded in 1996, PetMed Express is America’s Most Trusted Pet Pharmacy, 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 on the Internet through its website at www.petmeds.com.
Exhibit 99.1 Page 1 of 5
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, 2021. 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.
For investment relations contact PetMed Express, Inc., Bruce S. Rosenbloom, CFO, 561-526-4444.
Exhibit 99.1 Page 2 of 5
| PETMED EXPRESS, INC. AND SUBSIDIARIES | |||
|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||
| (In thousands, except for per share amounts) | |||
| March 31, | |||
| 2021 | |||
| ASSETS | **** | **** | |
| Current assets: | |||
| Cash and cash equivalents | 111,786 | $ | 118,718 |
| Accounts receivable, less allowance for doubtful accounts of 33 and 39, respectively | 2,162 | 2,587 | |
| Inventories - finished goods | 29,174 | 34,420 | |
| Prepaid expenses and other current assets | 4,061 | 4,503 | |
| Prepaid income taxes | - | 959 | |
| Total current assets | 147,183 | 161,187 | |
| Noncurrent assets: | |||
| Property and equipment, net | 25,280 | 25,450 | |
| Intangible assets | 860 | 860 | |
| Total noncurrent assets | 26,140 | 26,310 | |
| Total assets | 173,323 | $ | 187,497 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | **** | **** | **** |
| Current liabilities: | |||
| Accounts payable | 24,714 | $ | 39,548 |
| Accrued expenses and other current liabilities | 6,579 | 5,387 | |
| Income taxes payable | 569 | - | |
| Total current liabilities | 31,862 | 44,935 | |
| Deferred tax liabilities | 1,114 | 1,281 | |
| Total liabilities | 32,976 | 46,216 | |
| 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 | 9 | 9 | |
| Common stock, .001 par value, 40,000 shares authorized; 20,270 and 20,269 shares issued and outstanding, respectively | 20 | 20 | |
| Additional paid-in capital | 7,829 | 7,111 | |
| Retained earnings | 132,489 | 134,141 | |
| Total shareholders' equity | 140,347 | 141,281 | |
| Total liabilities and shareholders' equity | 173,323 | $ | 187,497 |
All values are in US Dollars.
Exhibit 99.1 Page 3 of 5
| PETMED EXPRESS, INC. AND SUBSIDIARIES | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
| (In thousands, except for per share amounts) (Unaudited) | ||||
| Three Months Ended | ||||
| June 30, | ||||
| 2021 | 2020 | |||
| Sales | $ | 79,312 | $ | 96,204 |
| Cost of sales | 57,532 | 69,419 | ||
| Gross profit | 21,780 | 26,785 | ||
| Operating expenses: | ||||
| General and administrative | 8,041 | 7,754 | ||
| Advertising | 7,673 | 9,033 | ||
| Depreciation | 647 | 562 | ||
| Total operating expenses | 16,361 | 17,349 | ||
| Income from operations | 5,419 | 9,436 | ||
| Other income: | ||||
| Interest income, net | 85 | 90 | ||
| Other, net | 284 | 255 | ||
| Total other income | 369 | 345 | ||
| Income before provision for income taxes | 5,788 | 9,781 | ||
| Provision for income taxes | 1,360 | 2,013 | ||
| Net income | $ | 4,428 | $ | 7,768 |
| Net income per common share: | ||||
| Basic | $ | 0.22 | $ | 0.39 |
| Diluted | $ | 0.22 | $ | 0.39 |
| Weighted average number of common shares outstanding: | ||||
| Basic | 20,109 | 19,984 | ||
| Diluted | 20,200 | 20,042 | ||
| Cash dividends declared per common share | $ | 0.30 | $ | 0.28 |
Exhibit 99.1 Page 4 of 5
| PETMED EXPRESS, INC. AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| (In thousands) (Unaudited) | ||||||
| Three Months Ended | ||||||
| June 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 4,428 | $ | 7,768 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 647 | 562 | ||||
| Share based compensation | 718 | 740 | ||||
| Deferred income taxes | (167 | ) | (255 | ) | ||
| Bad debt expense | 29 | 33 | ||||
| (Increase) decrease in operating assets and increase (decrease) in liabilities: | ||||||
| Accounts receivable | 396 | 1,100 | ||||
| Inventories - finished goods | 5,246 | (25,187 | ) | |||
| Prepaid income taxes | 959 | - | ||||
| Prepaid expenses and other current assets | 442 | (737 | ) | |||
| Accounts payable | (14,834 | ) | 1,317 | |||
| Accrued expenses and other current liabilities | 1,145 | 903 | ||||
| Income taxes payable | 569 | 2,554 | ||||
| Net cash used in operating activities | (422 | ) | (11,202 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (477 | ) | (145 | ) | ||
| Net cash used in investing activities | (477 | ) | (145 | ) | ||
| Cash flows from financing activities: | ||||||
| Dividends paid | (6,033 | ) | (5,594 | ) | ||
| Net cash used in financing activities | (6,033 | ) | (5,594 | ) | ||
| Net decrease in cash and cash equivalents | (6,932 | ) | (16,941 | ) | ||
| Cash and cash equivalents, at beginning of year | 118,718 | 103,762 | ||||
| Cash and cash equivalents, at end of year | $ | 111,786 | $ | 86,821 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Dividends payable in accrued expenses | $ | 245 | $ | 297 |
Exhibit 99.1 Page 5 of 5