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): May 9, 2022
PetMed Express, Inc.
(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 2.02 Results of Operations and Financial Condition.
On May 9, 2022, PetMed Express, Inc. (the “Company”) issued a press release announcing its March 31, 2022 fourth quarter and year-end 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 9, 2022. 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 (“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 the 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 May 27, 2022, to shareholders of record at the close of business on May 20, 2022. 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 9, 2022. | |
| 104 – Cover Page Interactive Data File (formatted as Inline XBRL). |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated May 9, 2022 |
| 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: May 10, 2022
| PETMED EXPRESS, INC. | |
|---|---|
| By: | /s/ Bruce S. Rosenbloom |
| Name: | Bruce S. Rosenbloom |
| Title: | Chief Financial Officer |
2
ex_373350.htm
Exhibit 99.1
PetMeds® Announces Its Fourth Quarter and Fiscal Year End Financial Results
Declares a Quarterly Dividend of $0.30 Per Share
Delray Beach, Florida, May 9, 2022, PetMed Express, Inc. (NASDAQ: PETS) today announced its financial results for the quarter and fiscal year ended March 31, 2022. Net sales for the quarter ended March 31, 2022, were $66.0 million, compared to $71.7 million for the comparable quarter in the prior year, representing a decrease of 7.9%. Net income of $6.1 million, or $0.30 diluted earnings per share, for the quarter ended March 31, 2022, declined 11% from net income of $6.8 million, or $0.34 diluted earnings per share, for the prior year quarter ended March 31, 2021. Adjusted EBITDA (1) was $9.5 million, or $0.47 diluted per share, for the current year quarter, compared to adjusted EBITDA of $10.4 million, or $0.52 diluted per share, for the quarter ended March 31, 2021.
Net sales for the fiscal year ended March 31, 2022, was $273.4 million, compared to $309.2 million for the fiscal year ended March 31, 2021, a decrease of 11.6%. Net income was $21.1 million, or $1.04 diluted earnings per share, for the current fiscal year, compared to net income of $30.6 million, or $1.52 diluted earnings per share, for the prior year fiscal period. Adjusted EBITDA was $34.0 million, or $1.67 diluted per share, for the fiscal year ended March 31, 2022, compared to adjusted EBITDA of $44.6 million, or $2.22 diluted per share, for the comparable period in the prior year.
Matt Hulett, CEO and President, commented: “While I remain disappointed with the continued decline in sales, we have started to see some indications of improvement, as January and February reflected low single digit declines, representing a marked improvement. A cooler March in most of the country, however, delayed the usual start of the flea-and-tick season, negatively impacting March’s sales and resulting in a larger sales decline for the quarter. We expect demand to normalize in the flea and tick and heartworm categories once the colder weather subsides.”
Mr. Hulett added: “Our team has been rapidly accelerating our transformation of PetMeds from a prescription eCommerce company into a broader pet health brand and we made progress across a number of key priorities during the quarter, including launching the rollout out of our enhanced long-term vision for the company. An early example of this is our recent investment and partnership in pet telemedicine. While we have more work to do to fully transform our core business, we are excited to see the progress of many of the key business drivers – such as the acceleration of our AutoShip subscription service which grew to 37% of our total revenue for the month of March.”
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 May 27, 2022, to shareholders of record at the close of business on May 20, 2022. 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 (800) 891-8256 (toll free) or (415) 226-5361. 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 May 9, 2022, until May 23, 2022, at 11:59 P.M Eastern Time. To access the replay, call (844) 512-2921 (toll free) or (412) 317-6671 and enter passcode 22018680.
Founded in 1996, PetMeds is Your Trusted Pet Health Expert and 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 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, investor@petmeds.com.
For media relations contact Mary Eva Tredway, Butin PR, maryeva@Butinpr.com.
| 1. | Adjusted EBITDA and adjusted EBITDA per share are non-GAAP financial measures. 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 6
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 | 111,080 | $ | 118,718 |
| Accounts receivable, less allowance for doubtful accounts of 39 and 39, respectively | 1,913 | 2,587 | |
| Inventories - finished goods | 32,455 | 34,420 | |
| Prepaid expenses and other current assets | 4,866 | 4,503 | |
| Prepaid income taxes | 681 | 959 | |
| Total current assets | 150,995 | 161,187 | |
| Noncurrent assets: | |||
| Property and equipment, net | 24,464 | 25,450 | |
| Intangible assets | 860 | 860 | |
| Total noncurrent assets | 25,324 | 26,310 | |
| Total assets | 176,319 | $ | 187,497 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | **** | **** | **** |
| Current liabilities: | |||
| Accounts payable | 27,500 | $ | 39,548 |
| Accrued expenses and other current liabilities | 5,697 | 5,387 | |
| Total current liabilities | 33,197 | 44,935 | |
| Deferred tax liabilities | 936 | 1,281 | |
| Total liabilities | 34,133 | 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; 20,979 and 20,269 shares issued and outstanding, respectively | 21 | 20 | |
| Additional paid-in capital | 11,660 | 7,111 | |
| Retained earnings | 130,496 | 134,141 | |
| Total shareholders' equity | 142,186 | 141,281 | |
| Total liabilities and shareholders' equity | 176,319 | $ | 187,497 |
All values are in US Dollars.
Exhibit 99.1 Page 2 of 6
PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share amounts) (Unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Sales | $ | 66,002 | $ | 71,679 | $ | 273,417 | $ | 309,215 |
| Cost of sales | 46,605 | 51,157 | 195,341 | 219,267 | ||||
| Gross profit | 19,397 | 20,522 | 78,076 | 89,948 | ||||
| Operating expenses: | ||||||||
| General and administrative | 8,289 | 7,243 | 30,829 | 28,293 | ||||
| Advertising | 3,364 | 4,256 | 18,799 | 21,641 | ||||
| Depreciation | 687 | 636 | 2,738 | 2,427 | ||||
| Total operating expenses | 12,340 | 12,135 | 52,366 | 52,361 | ||||
| Income from operations | 7,057 | 8,387 | 25,710 | 37,587 | ||||
| Other income: | ||||||||
| Interest income, net | 92 | 85 | 335 | 314 | ||||
| Other, net | 285 | 377 | 1,026 | 1,315 | ||||
| Total other income | 377 | 462 | 1,361 | 1,629 | ||||
| Income before provision for income taxes | 7,434 | 8,849 | 27,071 | 39,216 | ||||
| Provision for income taxes | 1,368 | 2,037 | 5,971 | 8,613 | ||||
| Net income | $ | 6,066 | $ | 6,812 | $ | 21,100 | $ | 30,603 |
| Net income per common share: | ||||||||
| Basic | $ | 0.30 | $ | 0.34 | $ | 1.05 | $ | 1.53 |
| Diluted | $ | 0.30 | $ | 0.34 | $ | 1.04 | $ | 1.52 |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 20,208 | 20,100 | 20,176 | 20,060 | ||||
| Diluted | 20,335 | 20,177 | 20,358 | 20,119 | ||||
| Cash dividends declared per common share | $ | 0.30 | $ | 0.28 | $ | 1.20 | $ | 1.12 |
Exhibit 99.1 Page 3 of 6
PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 21,100 | $ | 30,603 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 2,738 | 2,427 | ||||
| Share based compensation | 4,549 | 3,307 | ||||
| Deferred income taxes | (345 | ) | 311 | |||
| Bad debt expense | 165 | 130 | ||||
| (Increase) decrease in operating assets and increase (decrease) in liabilities: | ||||||
| Accounts receivable | 509 | 1,124 | ||||
| Inventories - finished goods | 1,965 | (16,535 | ) | |||
| Prepaid income taxes | 278 | (959 | ) | |||
| Prepaid expenses and other current assets | (363 | ) | (975 | ) | ||
| Accounts payable | (12,048 | ) | 19,891 | |||
| Accrued expenses and other current liabilities | (50 | ) | 1,221 | |||
| Income taxes payable | - | (471 | ) | |||
| Net cash provided by operating activities | 18,498 | 40,074 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (1,752 | ) | (2,431 | ) | ||
| Net cash used in investing activities | (1,752 | ) | (2,431 | ) | ||
| Cash flows from financing activities: | ||||||
| Dividends paid | (24,384 | ) | (22,687 | ) | ||
| Net cash used in financing activities | (24,384 | ) | (22,687 | ) | ||
| Net (decrease) increase in cash and cash equivalents | (7,638 | ) | 14,956 | |||
| Cash and cash equivalents, at beginning of period | 118,718 | 103,762 | ||||
| Cash and cash equivalents, at end of period | $ | 111,080 | $ | 118,718 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for income taxes | $ | 6,085 | $ | 6,356 | ||
| Dividends payable in accrued expenses | $ | 558 | $ | 174 |
Exhibit 99.1 Page 4 of 6
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this earnings release adjusted EBITDA and adjusted EBITDA per share, non-GAAP financial measures that we calculate as net income excluding; share-based compensation expense; depreciation and amortization; income tax provision; and interest income (expense). We have provided reconciliations below of adjusted EBITDA to net income and adjusted EBITDA per share to diluted earnings per share, the most directly comparable GAAP financial measures.
We have included adjusted EBITDA and adjusted EBITDA per share in this earnings release because they are key measures 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. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA per share provide 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 and depreciation and amortization from our adjusted EBITDA and adjusted EBITDA per share 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; interest income (expense) which are not components of our core business operations. Adjusted EBITDA and adjusted EBITDA per share has limitations as financial measures, and you should not consider it 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 and adjusted EBITDA per share does not reflect capital expenditure requirements for such replacements or for new capital expenditures; |
|---|---|
| ● | Adjusted EBITDA and adjusted EBITDA per share 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 and adjusted EBITDA per share does not reflect interest income (expense), net; or changes in, or cash requirements for, our working capital; and |
| --- | --- |
| ● | Other companies, including companies in our industry, may calculate adjusted EBITDA and adjusted EBITDA per share differently, which reduces its usefulness as a comparative measure. |
| --- | --- |
Because of these limitations, you should consider adjusted EBITDA and adjusted EBITDA per share alongside other 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 to adjusted EBITDA and adjusted EBITDA per share for each of the periods indicated:
Reconciliation of Non-GAAP Measures
PetMed Express, Inc.
(Unaudited)
| Three Months Ended | **** | **** | **** | **** | Year Ended | **** | **** | **** | **** | **** | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands, except percentages) | March 31,<br><br> <br>2022 | March 31,<br><br> <br>2021 | Change | %<br><br> <br>Change | March 31,<br><br> <br>2022 | March 31,<br><br> <br>2021 | Change | %<br><br> <br>Change | ||||||||||||||
| Consolidated Reconciliation of GAAP Net Income to Adjusted EBITDA: | **** | **** | **** | **** | **** | **** | **** | |||||||||||||||
| Net income | $ | 6,066 | $ | 6,812 | ) | **** | -11 | % | $ | 21,100 | $ | 30,603 | ) | **** | -31 | % | ||||||
| Add (subtract): | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | ||
| Share-based compensation | $ | 1,509 | $ | 1,013 | **** | 49 | % | $ | 4,549 | $ | 3,307 | **** | 38 | % | ||||||||
| Income Taxes | $ | 1,368 | $ | 2,037 | ) | **** | -33 | % | $ | 5,971 | $ | 8,613 | ) | **** | -31 | % | ||||||
| Depreciation | $ | 687 | $ | 636 | **** | 8 | % | $ | 2,738 | $ | 2,427 | **** | 13 | % | ||||||||
| Interest Income/Expense | $ | (92 | ) | $ | (85 | ) | ) | **** | 8 | % | $ | (335 | ) | $ | (314 | ) | ) | **** | 7 | % | ||
| Adjusted EBITDA | $ | 9,538 | $ | 10,413 | ) | **** | -8 | % | $ | 34,023 | $ | 44,636 | ) | **** | -24 | % |
All values are in US Dollars.
Exhibit 99.1 Page 5 of 6
| Three Months Ended | **** | **** | **** | **** | Year Ended | **** | **** | **** | **** | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands, except percentages and per share amounts) | March 31,<br><br> <br>2022 | March 31,<br><br> <br>2021 | Change | %<br><br> <br>Change | March 31,<br><br> <br>2022 | March 31,<br><br> <br>2021 | Change | %<br><br> <br>Change | ||||||||||||
| Consolidated Reconciliation of GAAP Net Income Per Share to Adjusted EBITDA per share: | **** | **** | **** | |||||||||||||||||
| Net income per share, diluted | $ | 0.30 | $ | 0.34 | ) | **** | -12 | % | $ | 1.04 | $ | 1.52 | ) | **** | -32 | % | ||||
| Add (subtract): | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | ||
| Share-based compensation | $ | 0.07 | $ | 0.05 | **** | 40 | % | $ | 0.22 | $ | 0.16 | **** | 38 | % | ||||||
| Income Taxes | $ | 0.07 | $ | 0.10 | ) | **** | -30 | % | $ | 0.29 | $ | 0.43 | ) | **** | -33 | % | ||||
| Depreciation | $ | 0.03 | $ | 0.03 | **** | 0 | % | $ | 0.13 | $ | 0.12 | **** | 8 | % | ||||||
| Interest Income/Expense | $ | - | $ | - | **** | 0 | % | $ | (0.01 | ) | $ | (0.01 | ) | **** | 0 | % | ||||
| Adjusted EBITDA Per Share | $ | 0.47 | $ | 0.52 | ) | **** | -9 | % | $ | 1.67 | $ | 2.22 | ) | **** | -25 | % |
All values are in US Dollars.
Exhibit 99.1 Page 6 of 6