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): October 25, 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 October 25, 2021, PetMed Express, Inc. (the “Company”) issued a press release announcing its September 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 November 19, 2021, to shareholders of record at the close of business on November 8, 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 October 25, 2021. | |
| 104 – Cover Page Interactive Data File (formatted as Inline XBRL). |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated October 25, 2021 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: October 26, 2021
| PETMED EXPRESS, INC. | |
|---|---|
| By: | /s/ Bruce S. Rosenbloom |
| Name: | Bruce S. Rosenbloom |
| Title: | Chief Financial Officer |
Exhibit 99.1
PETMED EXPRESS ANNOUNCES ITS SECOND QUARTER FINANCIAL RESULTS AND ITS QUARTELY
DIVIDEND OF $0.30 PER SHARE
Delray Beach, Florida, October 25, 2021, PetMed Express, Inc. (NASDAQ: PETS) today announced its financial results for the quarter ended September 30, 2021. Net sales for the quarter ended September 30, 2021 were $67.4 million, compared to $75.4 million for the quarter ended September 30, 2020, a decrease of 10.7%. Net sales for the six months ended September 30, 2021 were $146.7 million, compared to $171.6 million for the six months ended September 30, 2020, a decrease of 14.5%. Net income was $6.3 million, or $0.31 diluted per share, for the quarter ended September 30, 2021, compared to net income of $8.4 million, or $0.42 diluted per share, for the quarter ended September 30, 2020, a 24.5% decrease to net income. Net income was $10.8 million, or $0.53 diluted per share, for the six months ended September 30, 2021, compared to net income of $16.2 million, or $0.81 diluted per share, for the six months ended September 30, 2020, a 33.4% decrease to net income. Average order size increased from $87 to $92 for the quarters ended September 30, 2020 and 2021, respectively.
“PetMeds has been a pioneer in the business of pet health and wellness for over 25 years, and it’s time to take the next step towards expanding our business in the $10 billion pet medication market and to begin our foray into the much larger $107 billion total pet care market,” said Matt Hulett, CEO and President. “As one example, during the quarter we recently launched our “AutoShip and Save” program which allows us to build a greater lifetime value and recurring relationships with our customers. The team and I are looking forward to leveraging PetMeds’ many assets in a variety of other new opportunity areas as we elevate our growth prospects for the future.”
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 November 19, 2021, to shareholders of record at the close of business on November 8, 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 afternoon at 4:30 P.M. Eastern Time, the Company will host a conference call to review the quarter’s financial results. To access the call, which is open to the public, please dial (877) 407-0789 (toll free) or (201) 689-8562. We will also provide a link at https://www.1800petmeds.com/investor.html for those who wish to stream the call via webcast. For those unable to participate in the live event, the call will be available for replay from 7:30 P.M. Eastern Time on October 25, 2021 until November 8, 2021 at 11:59 P.M Eastern Time. To access the replay, call (844) 512-2921 (toll free) or (412) 317-6671, and enter passcode 13724036.
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.
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 1 of 4
| PETMED EXPRESS, INC. AND SUBSIDIARIES | |||
|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||
| (In thousands, except for per share data) | |||
| March 31, | |||
| --- | --- | --- | --- |
| 2021 | |||
| **** | **** | ||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 106,562 | $ | 118,718 |
| Accounts receivable, less allowance for doubtful accounts of 28 and 39, respectively | 1,854 | 2,587 | |
| Inventories - finished goods, net | 19,733 | 34,420 | |
| Prepaid expenses and other current assets | 4,397 | 4,503 | |
| Prepaid income taxes | 899 | 959 | |
| Total current assets | 133,445 | 161,187 | |
| Noncurrent assets: | |||
| Property and equipment, net | 25,081 | 25,450 | |
| Intangible assets | 860 | 860 | |
| Total noncurrent assets | 25,941 | 26,310 | |
| Total assets | 159,386 | $ | 187,497 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | **** | **** | **** |
| Current liabilities: | |||
| Accounts payable | 11,183 | $ | 39,548 |
| Accrued expenses and other current liabilities | 5,089 | 5,387 | |
| Total current liabilities | 16,272 | 44,935 | |
| Deferred tax liabilities | 1,627 | 1,281 | |
| Total liabilities | 17,899 | 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; 20,943 and 20,269 shares issued and outstanding, respectively | 21 | 20 | |
| Additional paid-in capital | 8,711 | 7,111 | |
| Retained earnings | 132,746 | 134,141 | |
| Total shareholders' equity | 141,487 | 141,281 | |
| Total liabilities and shareholders' equity | 159,386 | $ | 187,497 |
All values are in US Dollars.
Exhibit 99.1 Page 2 of 4
| PETMED EXPRESS, INC. AND SUBSIDIARIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
| (In thousands, except for per share amounts) (Unaudited) | ||||||||
| Three Months Ended | Six Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Sales | $ | 67,386 | $ | 75,436 | $ | 146,698 | $ | 171,640 |
| Cost of sales | 48,212 | 52,418 | 105,744 | 121,837 | ||||
| Gross profit | 19,174 | 23,018 | 40,954 | 49,803 | ||||
| Operating expenses: | ||||||||
| General and administrative | 6,958 | 6,809 | 14,999 | 14,563 | ||||
| Advertising | 3,435 | 5,131 | 11,108 | 14,164 | ||||
| Depreciation | 694 | 607 | 1,341 | 1,169 | ||||
| Total operating expenses | 11,087 | 12,547 | 27,448 | 29,896 | ||||
| Income from operations | 8,087 | 10,471 | 13,506 | 19,907 | ||||
| Other income: | ||||||||
| Interest income, net | 74 | 66 | 159 | 156 | ||||
| Other, net | 170 | 338 | 454 | 593 | ||||
| Total other income | 244 | 404 | 613 | 749 | ||||
| Income before provision for income taxes | 8,331 | 10,875 | 14,119 | 20,656 | ||||
| Provision for income taxes | 1,982 | 2,463 | 3,342 | 4,476 | ||||
| Net income | $ | 6,349 | $ | 8,412 | $ | 10,777 | $ | 16,180 |
| Net income per common share: | ||||||||
| Basic | $ | 0.31 | $ | 0.42 | $ | 0.53 | $ | 0.81 |
| Diluted | $ | 0.31 | $ | 0.42 | $ | 0.53 | $ | 0.81 |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 20,178 | 20,063 | 20,144 | 20,024 | ||||
| Diluted | 20,568 | 20,154 | 20,384 | 20,098 | ||||
| Cash dividends declared per common share | $ | 0.30 | $ | 0.28 | $ | 0.60 | $ | 0.56 |
Exhibit 99.1 Page 3 of 4
| PETMED EXPRESS, INC. AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| (In thousands) (Unaudited) | ||||||
| Six Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 10,777 | $ | 16,180 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 1,341 | 1,169 | ||||
| Share based compensation | 1,600 | 1,513 | ||||
| Deferred income taxes | 346 | 408 | ||||
| Bad debt expense | 58 | 61 | ||||
| (Increase) decrease in operating assets and increase (decrease) in liabilities: | ||||||
| Accounts receivable | 675 | 1,570 | ||||
| Inventories - finished goods | 14,687 | (3,567 | ) | |||
| Prepaid income taxes | 60 | - | ||||
| Prepaid expenses and other current assets | 106 | 916 | ||||
| Accounts payable | (28,365 | ) | (3,600 | ) | ||
| Accrued expenses and other current liabilities | (210 | ) | 391 | |||
| Income taxes payable | - | 147 | ||||
| Net cash provided by operating activities | 1,075 | 15,188 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (972 | ) | (1,193 | ) | ||
| Net cash used in investing activities | (972 | ) | (1,193 | ) | ||
| Cash flows from financing activities: | ||||||
| Dividends paid | (12,259 | ) | (11,413 | ) | ||
| Net cash used in financing activities | (12,259 | ) | (11,413 | ) | ||
| Net (decrease) increase in cash and cash equivalents | (12,156 | ) | 2,582 | |||
| Cash and cash equivalents, at beginning of period | 118,718 | 103,762 | ||||
| Cash and cash equivalents, at end of period | $ | 106,562 | $ | 106,344 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for income taxes | $ | 2,935 | $ | 4,206 | ||
| Dividends payable in accrued expenses | $ | 110 | $ | 126 |
Exhibit 99.1 Page 4 of 4