0001040130FALSE00010401302024-06-102024-06-10

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): June 11, 2024
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


Item 2.02 Results of Operations and Financial Condition.
On June 11, 2024, PetMed Express, Inc. (the “Company”) issued a press release announcing its March 31, 2024 fourth quarter and fiscal 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 June 11, 2024. 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 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1 – Press release dated June 11, 2024.
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: June 11, 2024
PETMED EXPRESS, INC.
By:/s/ Christine Chambers
Name:Christine Chambers
Title:Chief Financial Officer, Treasurer and Secretary
3

Exhibit 99.1
PetMeds® Announces Its Fourth Quarter and Fiscal Year End Financial Results

Delray Beach, Florida, June 11, 2024, PetMed Express, Inc. dba PetMeds and parent company of PetCareRx (NASDAQ: PETS) today announced its financial results for its fourth quarter and fiscal year ended March 31, 2024. 

Quarterly Highlights
•Net sales for the quarter ended March 31, 2024, were $66.5 million, compared to $62.4 million for the fourth quarter in the prior year, an increase of 6.6%, driven by the acquisition of PetCareRx partially offset by a decline in PetMeds legacy sales.
•Net loss for the quarter ended March 31, 2024 was $(5.0) million, or $(0.25) diluted earnings per share. This compares to net loss of $(0.2) million, or $(0.01) diluted earnings per share, for the prior year quarter ended March 31, 2023. The increase in the net loss can be attributed to additional G&A, marketing expenses and an increase in depreciation and amortization associated with the acquisition.
•Adjusted EBITDA1 was $0.5 million for the current year quarter, compared to Adjusted EBITDA of $3.6 million, for the quarter ended March 31, 2023.

Annual Highlights
•Net sales for the fiscal year ended March 31, 2024, were $281.1 million, compared to $256.6 million for the prior year, an increase of 9.5%, driven by the acquisition of PetCareRx partially offset by a decline in PetMeds legacy sales.
•Net loss for the fiscal year ended March 31, 2024 was $(7.5) million, or $(0.37) diluted earnings per share. This compares to net income of $5.1 million, or $0.25 diluted earnings per share, for the prior fiscal year ended March 31, 2023. The net loss can be attributed to additional G&A, marketing expenses and an increase in depreciation and amortization. These increases were offset by higher gross margin associated with PetCareRx as driven by their membership program fee, partially offset by a decline in PetMeds’ legacy gross margin.
•Adjusted EBITDA was $8.2 million, for the fiscal year ended March 31, 2024, compared to Adjusted EBITDA of $19.8 million for the fiscal year ended March 31, 2023.

“Our results were negatively impacted by a challenging macro environment and industry dynamics, as well as a slow down in call center response times due to the implementation of our new Order Management System and Autoship platforms during the fourth quarter,” said Sandra Campos, CEO & President. “We are moving swiftly to continue to improve our systems and processes to drive a better customer experience, along with investing in additional technology resources.”

“PetMeds and PetCareRx have been synonymous with delivering top-quality pet healthcare products for over two decades, addressing preventive care, chronic and acute medical needs for dogs, cats, and horses. Each year, millions of customers trust our integrated ecosystem of pet health and wellness products and services for the care of their beloved pets.”

Ms. Campos concluded, “Looking ahead to FY2025, our strategic priorities are focused on driving growth, improving profitability, and increasing our key customer satisfaction metrics. Consolidating business operations will simplify our structure, reduce cost and strengthen alignment across the organization. We will also sharpen and amplify our messaging with a comprehensive marketing plan and look to create efficiencies by leveraging investments in modern customized technology frameworks.”
This afternoon the Company will host a conference call to review the quarter’s financial results. 

Time: 4:30 P.M. Eastern Time, June 11, 2024
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 25, 2024, at 11:59 P.M Eastern Time. 
To access the replay, call (844) 512-2921 (toll free) or (412) 317-6671 and enter passcode 13746751.

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.


About PetMed Express, Inc.

Founded in 1996, PetMeds is a leader in pioneering the digital pet pharmacy industry. As a national online retailer, PetMeds.com and PetCareRx.com are top choices for delivering preventive and chronic symptom prescriptions and OTC medications and products through their thousands of veterinary partners and a loyal customer base. Leveraging telehealth and insurance partnerships, they offer value and convenience to pet families at every stage of their pets' lives, whether dogs, cats, or horses. PetMeds and PetCareRx provide a comprehensive range of medications, food products, and essential supplies through their websites, www.PetMeds.com and www.PetCareRx.com.

Forward Looking Statement

This press release may contain “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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” sections in the Company’s Annual Report on Form 10-K/A 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 the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

Investor Contact:
ICR, LLC
John Mills
(646) 277-1254
Reed Anderson
(646) 277-1260
investor@petmeds.com



PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share amounts) (Unaudited)
March 31,
2024		March 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$55,296 $104,086 
Accounts receivable, less allowance for credit losses of $273 and $35, respectively
3,283 1,740 
Inventories
28,556 19,023 
Prepaid expenses and other current assets6,325 4,719 
Prepaid income taxes188 863 
Total current assets93,648 130,431 
Noncurrent assets:
Property and equipment, net26,657 26,178 
Intangible and other assets, net
16,503 5,860 
Goodwill26,658 — 
Operating lease right-of-use assets, net1,432 — 
Deferred tax assets, net
4,986 5,009 
Total noncurrent assets76,236 37,047 
Total assets$169,884 $167,478 
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:


Accounts payable$37,024 $25,208 
Sales tax payable25,012 26,113 
Accrued expenses and other current liabilities7,060 6,191 
Current operating lease liabilities
459 — 
Deferred revenue2,603 — 
Total current liabilities72,158 57,512 
Long-term operating lease liabilities
995 — 
Total liabilities73,153 57,512 
Shareholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share
9 9 
Common stock, $.001 par value, 40,000,000 shares authorized; 21,148,692 and 21,084,302 shares issued and outstanding, respectively
21 21 
Additional paid-in capital25,146 18,277 
Retained earnings71,555 91,659 
Total shareholders' equity96,731 109,966 
Total liabilities and shareholders' equity$169,884 $167,478 


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

Three Months Ended March 31,Year Ended
March 31,

2024202320242023
Net sales
$66,504 $62,407 $281,064 $256,579 
Cost of sales48,327 45,025 202,416 185,844 



Gross profit18,177 17,382 78,648 70,735 





Operating expenses:






General and administrative14,148 12,045 55,246 41,714 
Advertising5,969 4,555 24,508 19,424 
Depreciation and amortization
1,895 994 7,056 3,546 
Total operating expenses22,012 17,594 86,810 64,684 





(Loss) income from operations(3,835)(212)(8,162)6,051 





Other income:




Interest income (expense), net
30 439 511 450 
Other, net325 226 1,378 944 
Total other income (expense)
355 665 1,889 1,394 





(Loss) income before provision for income taxes(3,480)453 (6,273)7,445 





Provision for income taxes1,536 669 1,191 2,305 



Net (loss) income$(5,016)$(216)$(7,464)$5,140 



Net (loss) income per common share:




Basic$(0.25)$(0.01)$(0.37)$0.25 
Diluted$(0.25)$(0.01)$(0.37)$0.25 

Weighted average number of common shares outstanding:
Basic20,443,05220,328,68820,395,95920,274,786
Diluted20,443,05220,328,68820,395,95920,339,002

Cash dividends declared per common share$— $0.30 $0.60 $1.20 


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

Year Ended
March 31,
20242023
Cash flows from operating activities:
Net (loss) income
$(7,464)$5,140 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
7,056 3,546 
Share based compensation6,869 6,617 
Deferred income taxes292 (1,630)
Bad debt expense324 214 
(Increase) decrease in operating assets and increase (decrease) in liabilities:
Accounts receivable(1,742)(41)
Inventories
(6,417)13,432 
Prepaid income taxes675 (182)
Prepaid expenses and other current assets(185)147 
Operating lease right-of-use assets, net788 — 
Accounts payable6,102 (2,292)
Sales tax payable(1,101)1,956 
Accrued expenses and other current liabilities276 896 
Operating lease liabilities
(766)— 
Deferred revenue(390)— 
Net cash provided by operating activities4,317 27,803 
Cash flows from investing activities:
Purchase of minority interest investment in Vetster
(300)(5,000)
Acquisition of PetCareRx, net of cash acquired(35,859)— 
Purchases of property and equipment(4,511)(5,260)
Net cash used in investing activities(40,670)(10,260)
Cash flows from financing activities:
Dividends paid(12,437)(24,537)
Net cash used in financing activities(12,437)(24,537)
Net decrease in cash and cash equivalents(48,790)(6,994)
Cash and cash equivalents, at beginning of fiscal year
104,086 111,080 
Cash and cash equivalents, at end of fiscal year
$55,296 $104,086 
Supplemental disclosure of cash flow information:
Cash paid for income taxes$130 $4,312 
Dividends payable in accrued expenses$1,466 $1,262 


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 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 and amortization are 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 non operating expenses (income) including sales tax expense (income) relating to recording a liability for sales tax we did not collect from our customers or recognizing a gain on settlement from settling a state liability for less than recorded.
•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 Unaudited Non-GAAP Measures
PetMed Express, Inc.

Three Months Ended


($ in thousands, except percentages)March 31,
2024		March 31,
2023
$
Change
%
Change





Consolidated Reconciliation of GAAP Net Loss to Adjusted EBITDA:





Net loss$(5,016)$(216)$(4,800)2222 %


Add (subtract):

Share-based Compensation$1,674 $1,630 $44 3 %
Income Taxes$1,536 $669 $867 130 %
Depreciation and amortization$1,895 $994 $901 91 %
Interest Income$(30)$(439)$409 (93)%
Acquisition/Partnership Transactions and Other Items$385 $1,010 $(625)(62)%
Employee Severance$104 $— $104 n/m
Adjusted EBITDA
$548 $3,648 $(3,100)(85)%
Year Ended


($ in thousands, except percentages)March 31,
2024		March 31,
2023
$
Change
%
Change





Consolidated Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA:





Net (loss) income$(7,464)$5,140 $(12,604)(245)%


Add (subtract):

Share-based Compensation$6,870 $6,617 $253 4 %
Income Taxes$1,191 $2,305 $(1,114)(48)%
Depreciation and amortization$7,056 $3,546 $3,510 99 %
Interest Income$(511)$(450)$(61)14 %
Acquisition/Partnership Transactions and Other Items$1,679 $1,904 $(225)(12)%
Employee Severance$512 $364 $148 41 %
Sales Tax Expense (Income)$(1,088)$344 $(1,432)(416)%
Adjusted EBITDA
$8,245 $19,770 $(11,525)(58)%


v3.24.1.1.u2
Cover
Jun. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name PetMed Express, Inc.
Entity Incorporation, State or Country Code FL
Entity File Number 000-28827
Entity Tax Identification Number 65-0680967
Entity Address, Address Line One 420 South Congress Avenue
Entity Address, City or Town Delray Beach
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33445
City Area Code 561
Local Phone Number 526-4444
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol PETS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001040130
Amendment Flag false
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