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PETMED EXPRESS INC - Quarter Report: 2019 September (Form 10-Q)

pets20190930_10q.htm
 

 

UNITED STATES

securities and exchange commission

Washington D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2019

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission file number: 000-28827

______________________

 

PETMED EXPRESS, INC.

(Exact name of registrant as specified in its charter)

______________________

 

FLORIDA

65-0680967

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

420 South Congress Avenue, Delray Beach, Florida 33445

(Address of principal executive offices, including zip code)

 

(561) 526-4444

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer          ☐

 

Accelerated filer                    ☒

Non-accelerated filer            ☐

 

Smaller reporting company   ☐

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. ☐

 

Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 20,174,932 Common Shares, $.001 par value per share at October 30, 2019.

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for per share amounts)

 

   

September 30,

   

March 31,

 
   

2019

   

2019

 
   

(Unaudited)

         

ASSETS

               
                 

Current assets:

               

Cash and cash equivalents

  $ 94,897     $ 100,529  

Accounts receivable, less allowance for doubtful accounts of $22 and $39, respectively

    1,466       2,542  

Inventories - finished goods, net

    19,061       21,370  

Prepaid expenses and other current assets

    2,841       1,408  

Prepaid income taxes

    -       582  

Total current assets

    118,265       126,431  
                 

Noncurrent assets:

               

Property and equipment, net

    26,412       27,136  

Intangible assets

    860       860  

Total noncurrent assets

    27,272       27,996  
                 

Total assets

  $ 145,537     $ 154,427  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               
                 

Current liabilities:

               

Accounts payable

  $ 15,155     $ 16,275  

Accrued expenses and other current liabilities

    2,871       2,351  

Income taxes payable

    525       -  

Total current liabilities

    18,551       18,626  
                 

Deferred tax liabilities

    1,395       1,121  
                 

Total liabilities

    19,946       19,747  
                 

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; 20,175 and 20,674 shares issued and outstanding, respectively

    20       21  

Additional paid-in capital

    2,347       12,478  

Retained earnings

    123,215       122,172  
                 

Total shareholders' equity

    125,591       134,680  
                 

Total liabilities and shareholders' equity

  $ 145,537     $ 154,427  

 

See accompanying notes to condensed consolidated financial statements.

 

1

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

condensed consolidated statementS of COMPREHENSIVE INCOME

(In thousands, except for per share amounts)(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Sales

  $ 69,936     $ 71,396     $ 149,924     $ 158,786  

Cost of sales

    49,934       46,141       108,061       103,577  
                                 

Gross profit

    20,002       25,255       41,863       55,209  
                                 

Operating expenses:

                               

General and administrative

    6,303       6,200       12,811       13,134  

Advertising

    4,756       5,300       13,380       12,007  

Depreciation

    572       552       1,140       1,108  

Total operating expenses

    11,631       12,052       27,331       26,249  
                                 

Income from operations

    8,371       13,203       14,532       28,960  
                                 

Other income:

                               

Interest income, net

    459       428       1,026       807  

Other, net

    304       255       561       572  

Total other income

    763       683       1,587       1,379  
                                 

Income before provision for income taxes

    9,134       13,886       16,119       30,339  
                                 

Provision for income taxes

    2,469       3,134       4,111       7,005  
                                 

Net income

  $ 6,665     $ 10,752     $ 12,008     $ 23,334  
                                 

Comprehensive income

  $ 6,665     $ 10,752     $ 12,008     $ 23,334  
                                 

Net income per common share:

                               

Basic

  $ 0.33     $ 0.53     $ 0.60     $ 1.14  

Diluted

  $ 0.33     $ 0.52     $ 0.60     $ 1.14  
                                 

Weighted average number of common shares outstanding:

                         

Basic

    19,963       20,463       20,098       20,436  

Diluted

    19,973       20,520       20,109       20,485  
                                 

Cash dividends declared per common share

  $ 0.27     $ 0.27     $ 0.54     $ 0.52  

 

See accompanying notes to condensed consolidated financial statements.

 

2

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

condensed consolidated statementS of cash flows

(In thousands)(Unaudited)

 

   

Six Months Ended

 
   

September 30,

 
   

2019

   

2018

 

Cash flows from operating activities:

               

Net income

  $ 12,008     $ 23,334  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    1,140       1,108  

Share based compensation

    1,365       1,500  

Deferred income taxes

    274       189  

Bad debt expense

    64       49  

(Increase) decrease in operating assets and increase (decrease) in liabilities:

               

Accounts receivable

    1,012       457  

Inventories - finished goods

    2,309       (5,279 )

Prepaid income taxes

    582       170  

Prepaid expenses and other current assets

    (1,433 )     (94 )

Accounts payable

    (1,120 )     (996 )

Accrued expenses and other current liabilities

    568       (36 )

Income taxes payable

    525       -  

Net cash provided by operating activities

    17,294       20,402  
                 

Cash flows from investing activities:

               

Purchases of property and equipment

    (416 )     (450 )

Net cash used in investing activities

    (416 )     (450 )
                 

Cash flows from financing activities:

               

Repurchase and retirement of common stock

    (11,496 )     -  

Dividends paid

    (11,014 )     (10,756 )

Net cash used in financing activities

    (22,510 )     (10,756 )
                 

Net (decrease) increase in cash and cash equivalents

    (5,632 )     9,196  

Cash and cash equivalents, at beginning of period

    100,529       77,936  
                 

Cash and cash equivalents, at end of period

  $ 94,897     $ 87,132  
                 

Supplemental disclosure of cash flow information:

               
                 

Cash paid for income taxes

  $ 2,730     $ 6,645  
                 

Dividends payable in accrued expenses

  $ 155     $ 207  

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1: Summary of Significant Accounting Policies

 

Organization

 

PetMed Express, Inc. and subsidiaries, d/b/a 1-800-PetMeds (the “Company”), is a leading nationwide pet pharmacy. The Company markets prescription and non-prescription pet medications, health products, and supplies for dogs, cats, and horses, direct to the consumer. The Company offers consumers an attractive alternative for obtaining pet medications in terms of convenience, price, and speed of delivery. The Company markets its products through national advertising campaigns, which aim to increase the recognition of the “1-800-PetMeds” brand name, and “PetMeds” family of trademarks, increase traffic on its website at www.1800petmeds.com, acquire new customers, and maximize repeat purchases. The majority of the Company’s sales are to residents in the United States. The Company’s corporate headquarters and distribution facility is located in Delray Beach, Florida. The Company’s fiscal year end is March 31, and references herein to fiscal 2020 or fiscal 2019 refer to the Company's fiscal years ending March 31, 2020 and 2019, respectively.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company at September 30, 2019, the Statements of Comprehensive Income for the three and six months ended September 30, 2019 and 2018, and Cash Flows for the six months ended September 30, 2019 and 2018. The results of operations for the three and six months ended September 30, 2019 are not necessarily indicative of the operating results expected for the fiscal year ending March 31, 2020. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2019. The Condensed Consolidated Financial Statements include the accounts of PetMed Express, Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments.

 

Recent Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on leases which supersedes the current lease guidance. The core principle requires lessees to recognize the assets and liabilities that arise from nearly all leases in the statement of financial position. Accounting applied by lessors will remain largely consistent with previous guidance. Additional changes are set to align lessor accounting with the revised lessee model and the FASB’s revenue recognition guidance. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this standard on April 1, 2019, using this effective date as the date of initial application.

 

4

 

 

Consequently, on adoption, the Company recognized an additional current operating liability, with a corresponding right of use asset of approximately the same amount based on the present value of the remaining rental payments under current leasing standards for existing operating leases. As of September 30, 2019, the current operating liability and corresponding right of use asset was approximately $220,000. The lease liability and right of use asset is reflected in the condensed consolidated balance sheet as part of accrued expenses and other current liabilities and as part of prepaid expenses and other current assets. The amended guidance did not have a material impact on the Company’s condensed consolidated financial statements.

 

The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.

 

 

Note 2: Revenue Recognition

 

The Company generates revenue by selling pet medication products and pet supplies. Certain pet supplies offered on the Company’s website are drop shipped to customers. The Company considers itself the principal in the arrangement because the Company controls the specified good before it is transferred to the customer. Revenue contracts contain one performance obligation, which is delivery of the product; customer care and support is deemed not to be a material right in the contract. The transaction price is adjusted at the date of sale for any applicable sales discounts and an estimate of product returns, which are estimated based on historical patterns, however not considered a key judgment. There are no amounts excluded from variable consideration. Revenue is recognized when control transfers to the customer at the point in time in which shipment of the product occurs. This key judgment is determined as the shipping point represents the point in time in which the Company has a present right to payment, title has transferred to the customer, and the customer has assumed the risks and rewards of ownership. Outbound shipping and handling fees are an accounting policy election, and are included in sales as the Company considers itself the principal in the arrangement given responsibility for supplier selection and discretion over pricing. Shipping costs associated with outbound freight after control over a product has transferred to a customer are an accounting policy election and are accounted for as fulfillment costs and are included in cost of sales.

 

The Company disaggregates revenue in the following two categories: (1) Reorder revenue vs new order revenue, and (2) Internet revenue vs. contact center revenue. The following table illustrates revenue by various classifications:

 

 

Three Months Ended September 30,

 

Revenue (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 61,851       88.4 %   $ 60,979       85.4 %   $ 872       1.4 %

New Order Sales

    8,085       11.6 %     10,417       14.6 %     (2,332 )     -22.4 %
                                                 

Total Net Sales

  $ 69,936       100.0 %   $ 71,396       100.0 %   $ (1,460 )     -2.0 %
                                                 

Internet Sales

  $ 58,453       83.6 %   $ 60,306       84.5 %   $ (1,853 )     -3.1 %

Contact Center Sales

    11,483       16.4 %     11,090       15.5 %     393       3.5 %
                                                 

Total Net Sales

  $ 69,936       100.0 %   $ 71,396       100.0 %   $ (1,460 )     -2.0 %

 

 

Six Months Ended September 30,

 

Sales (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 129,593       86.4 %   $ 132,493       83.4 %   $ (2,900 )     -2.2 %

New Order Sales

    20,331       13.6 %     26,293       16.6 %     (5,962 )     -22.7 %
                                                 

Total Net Sales

  $ 149,924       100.0 %   $ 158,786       100.0 %   $ (8,862 )     -5.6 %
                                                 

Internet Sales

  $ 125,476       83.7 %   $ 134,625       84.8 %   $ (9,149 )     -6.8 %

Contact Center Sales

    24,448       16.3 %     24,161       15.2 %     287       1.2 %
                                                 

Total Net Sales

  $ 149,924       100.0 %   $ 158,786       100.0 %   $ (8,862 )     -5.6 %

 

5

 

 

The majority of the Company’s sales are paid by credit cards and the Company usually receives the cash settlement in two to three banking days. Credit card sales minimize the accounts receivable balances relative to sales. The Company had no material contract asset or contract liability balances as of September 30, 2019 or March 31, 2019.

 

 

Note 3: Net Income Per Share

 

In accordance with the provisions of Accounting Standards Codification (ASC) Topic 260 (“Earnings Per Share”) basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share includes the dilutive effect of potential restricted stock and the effects of the potential conversion of preferred shares, calculated using the treasury stock method. Unvested restricted stock and convertible preferred shares issued by the Company represent the only dilutive effect reflected in the diluted weighted average shares outstanding.

 

The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods presented (in thousands, except for per share amounts):

 

   

Three Months Ended

September 30,

   

Six Months Ended

September 30,

 
   

2019

   

2018

   

2019

   

2018

 

Net income (numerator):

                               

Net income

  $ 6,665     $ 10,752     $ 12,008     $ 23,334  

Shares (denominator):

                               

Weighted average number of common shares outstanding used in basic computation

    19,963       20,463       20,098       20,436  

Common shares issuable upon vesting of restricted stock

    -       47       1       39  

Common shares issuable upon conversion of preferred shares

    10       10       10       10  

Shares used in diluted computation

    19,973       20,520       20,109       20,485  

Net income per common share:

                               

Basic

  $ 0.33     $ 0.53     $ 0.60     $ 1.14  

Diluted

  $ 0.33     $ 0.52     $ 0.60     $ 1.14  

 

For the three and six months ended September 30, 2019, 76,620 shares of common restricted stock were excluded from the computations of diluted net income per common share, as their inclusion would have had an anti-dilutive effect on diluted net income per common share. For the three and six months ended September 30, 2018, 46,868 shares of common restricted stock were excluded from the computations of diluted net income per common share, as their inclusion would have had an anti-dilutive effect on diluted net income per common share.

 

 

Note 4: Stock-Based Compensation

 

The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payment”) (ASU 2016-09). The compensation expense related to all of the Company’s stock-based compensation arrangements is recorded as a component of general and administrative expenses. The Company had 972,175 restricted common shares issued under the 2006 Employee Equity Compensation Restricted Stock Plan (“2006 Employee Plan”), 162,158 restricted common shares issued under the 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Employee Plan” and collectively referred to with the 2006 Employee Plan as the “Employee Plans”), 272,000 restricted common shares issued under the 2006 Outside Director Equity Compensation Restricted Stock Plan (“2006 Director Plan”), and 135,000 restricted common shares issued under the 2015 Outside Director Equity Compensation Restricted Stock Plan (“2015 Director Plan”, and collectively referred to with the 2006 Director Plan as the “Director Plans”) at September 30, 2019, all shares of which were issued subject to a restriction or forfeiture period that lapses ratably on the first, second, and third anniversaries of the date of grant, and the fair value of which is being amortized over the three-year restriction period.

 

6

 

 

In July 2019, the Board of Directors approved the issuance of 77,125 restricted shares to certain employees of the Company, which included the Company’s CEO restricted stock grant of 40,000 shares in accordance with his Amended Employee Agreement, under the 2016 Employee Plan, with a fair value of $15.98 per share. In July 2019, the Board of Directors approved the issuance of 37,500 restricted shares to directors of the Company under the 2015 Director Plan, with a fair value of $15.98 per share. For the quarters ended September 30, 2019 and 2018, the Company recognized $730,000 and $781,000, respectively, of compensation expense related to the Employee and Director Plans. For the six months ended September 30, 2019 and 2018, the Company recognized $1.4 million and $1.5 million, respectively, of compensation expense related to the Employee and Director Plans. At September 30, 2019 and 2018, there was $4.3 million and $5.5 million of unrecognized compensation cost related to the non-vested restricted stock awards, respectively, which is expected to be recognized over the next three years. At both September 30, 2019 and 2018 there were approximately 191,000 non-vested restricted shares.

 

 

Note 5: Fair Value

 

The Company carries various assets and liabilities at fair value in the Condensed Consolidated Balance Sheets. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. ASC Topic 820 (“Fair Value Measurements”) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. At September 30, 2019, the Company had invested the majority of its $94.9 million cash and cash equivalents balance in money market funds which are classified within level 1.

 

 

Note 6: Changes in Shareholders’ Equity and Comprehensive Income:

 

Changes in shareholders’ equity for the six months ended September 30, 2019 and 2018 are summarized below (in thousands):

 

 

   

Additional

         
   

Paid-In

   

Retained

 
   

Capital

   

Earnings

 
                 

Beginning balance at March 31, 2019:

  $ 12,478     $ 122,172  

Share based compensation

    635       -  

Dividends declared

    -       (5,518 )

Repurchase and retirement of common stock

    (11,496 )     -  

Net income

    -       5,343  
                 

Ending balance at June 30, 2019:

  $ 1,617     $ 121,997  
                 

Share based compensation

    730       -  

Dividends declared

    -       (5,447 )

Net income

    -       6,665  
                 

Ending balance at September 30, 2019:

  $ 2,347     $ 123,215  

 

7

 

 

 

   

Additional

         
   

Paid-In

   

Retained

 
   

Capital

   

Earnings

 
                 

Beginning balance at March 31, 2018:

  $ 9,381     $ 106,320  

Share based compensation

    719       -  

Dividends declared

    -       (5,151 )

Net income

    -       12,582  
                 

Ending balance at June 30, 2018:

  $ 10,100     $ 113,751  
                 

Share based compensation

    781       -  

Dividends declared

    -       (5,573 )

Net income

    -       10,752  
                 

Ending balance at September 30, 2018:

  $ 10,881     $ 118,930  

 

During the six months ended September 30, 2019, the Company purchased and retired approximately 613,000 shares of its common stock for approximately $11.5 million. There were no shares of common stock that were purchased or retired in the six months ended September 30, 2018. At September 30, 2019, the Company had approximately $28.7 million remaining under the Company’s share repurchase plan.

 

 

Note 7: Commitments and Contingencies

 

The Company was a defendant in a putative class action lawsuit, filed in May 2019, in the United States District Court for the Southern District of New York seeking injunctive and monetary relief styled Valentin Reid, on behalf of himself and all others similarly situated v. PetMed Express, Inc., Case No. 19-cv-4169, alleging that the Company’s website, www.1800petmeds.com, does not comply with the Americans with Disabilities Act (“ADA”), New York State Human Rights Law (“NYSHRL”), and New York City Human Rights Law (“NYCHRL”), and discriminates against visually impaired individuals. The Company denies any wrongdoing. On July 30, 2019, the Company and the Plaintiff reached a confidential settlement in which the Plaintiff dismissed the matter with prejudice in exchange for the Company making a payment of $8,500 and the matter has concluded.

 

In January 2019, a putative class action complaint was filed by a different individual in the United States District Court for the Southern District of New York alleging that the Company’s website, www.1800petmeds.com, does not comply with the ADA, NYSHRL, and NYCHRL, and discriminates against visually impaired individuals. The Plaintiff initially named a New York corporation named Pet Meds Inc., which is not related or affiliated with the Company, as the defendant. However, the Plaintiff sought to remedy that error by requesting leave to file an amended complaint naming the Company, which request the Court granted on April 9, 2019. On April 18, 2019, the Court granted the Plaintiff’s request to transfer the case to the United States District Court for the Eastern District of New York, where it is currently pending. The matter is styled Brian Fischler, individually and on behalf of all other persons similarly situated v. PetMed Express, Inc.; Case No. 19-cv-02391. The Company denies any wrongdoing. As of July 24, 2019, the Company and the Plaintiff have reached a confidential settlement in which the Plaintiff and the Company will enter into a consent decree requiring among other things, the Company to modify its website to comply with certain accessibility standards within the next 24 months, and the matter will be dismissed with prejudice. As part of the confidential settlement agreement, the Company will pay the Plaintiff a sum of $10,000. The parties are awaiting the district court’s execution of the joint proposed consent decree.

 

The Company has settled complaints that had been filed with various states’ pharmacy boards in the past. There can be no assurances made that other states will not attempt to take similar actions against the Company in the future. The Company initiates litigation to protect its trade or service marks. There can be no assurance that the Company will be successful in protecting its trade or service marks. Legal costs related to the above matters are expensed as incurred.

 

8

 

 

 

Note 8: Income Taxes

 

For the quarters ended September 30, 2019 and 2018, the Company recorded an income tax provision of approximately $2.5 million and $3.1 million, respectively, and for the six months ended September 30, 2019 and 2018, the Company recorded an income tax provision of approximately $4.1 million and $7.0 million, respectively. The decrease in the income tax provision for the quarter and six months ended September 30, 2019 is related to a decrease in operating income during the periods.

 

The effective tax rate for the quarter ended September 30, 2019 was approximately 27.0%, compared to 22.6% for the quarter ended September 30, 2018, and the effective tax rate for the six months ended September 30, 2019 was approximately 25.5% compared to 23.1% for the six months ended September 30, 2018. The increase to the effective rate for the three and six months ended September 30, 2019 can be attributed to a $322,000 income tax charge related to restricted stock compensation, compared to a $134,000 income tax benefit related to restricted stock compensation, which was recognized in the quarter ended September 30, 2018.

 

 

Note 9: Subsequent Events

 

On October 21, 2019 our Board of Directors declared a quarterly dividend of $0.27 per share. The Board established a November 4, 2019 record date and a November 15, 2019 payment date. Based on the outstanding share balance as of October 31, 2019 the Company estimates the dividend payable to be approximately $5.4 million.

 

9

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Executive Summary

 

PetMed Express was incorporated in the state of Florida in January 1996. The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “PETS.” The Company began selling pet medications and other pet health products in September 1996. In March 2010, the Company started offering for sale additional pet supplies on its website, and these items are drop shipped to customers by third party vendors. Presently, the Company’s product line includes approximately 2,500 SKUs of the most popular pet medications, health products, and supplies for dogs, cats, and horses.

 

The Company markets its products through national advertising campaigns which aim to increase the recognition of the “1-800-PetMeds” brand name, and “PetMeds” family of trademarks, increase traffic on its website at www.1800petmeds.com, acquire new customers, and maximize repeat purchases. Approximately 84% of all sales were generated via the Internet for the quarter ended September 30, 2019, compared to 85% for the quarter ended September 30, 2018. The Company’s sales consist of products sold mainly to retail consumers. The three-month average purchase was approximately $85 and $87 per order for the quarters ended September 30, 2019 and 2018, respectively, and the six-month average purchase was approximately $86 and $89 per order for the six months ended September 30, 2019 and 2018, respectively.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and the results of our operations contained herein are based upon our Condensed Consolidated Financial Statements and the data used to prepare them. The Company’s Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. On an ongoing basis we re-evaluate our judgments and estimates including those related to product returns, bad debts, inventories, and income taxes. We base our estimates and judgments on our historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information. Actual results may differ from these estimates under different assumptions or conditions. Our estimates are guided by observing the following critical accounting policies.

 

Revenue recognition

 

The Company generates revenue by selling pet medication products and pet supplies mainly to retail customers. Certain pet supplies offered on the Company’s website are drop shipped to customers. The Company considers itself the principal in the arrangement because the Company controls the specified good before it is transferred to the customer. Revenue contracts contain one performance obligation, which is delivery of the product; customer care and support is deemed not to be a material right to the contract. The transaction price is adjusted at the date of sale for any applicable sales discounts and an estimate of product returns, which are estimated based on historical patterns, however it is not considered a key judgment. There are no amounts excluded from variable consideration. Revenue is recognized when control transfers to the customer at the point in time in which shipment of the product occurs. This key judgment is determined as the shipping point represents the point in time in which the Company has a present right to payment, title has transferred to the customer, and the customer has assumed the risks and rewards of ownership.

 

Outbound shipping and handling fees are an accounting policy election, and are included in sales as the Company considers itself the principal in the arrangement given responsibility for supplier selection and discretion over pricing. Shipping costs associated with outbound freight after control over a product has transferred to a customer are an accounting policy election and are accounted for as fulfillment costs and are included in cost of sales. The majority of the Company’s sales are paid by credit cards and the Company usually receives the cash settlement in two to three banking days. Credit card sales minimize accounts receivable balances relative to sales.

 

The Company maintains an allowance for doubtful accounts for losses that the Company estimates will arise from customers’ inability to make required payments, arising from either credit card charge-backs or insufficient funds checks. The Company determines its estimates of the un-collectibility of accounts receivable by analyzing historical bad debts and current economic trends. The allowance for doubtful accounts was approximately $22,000 at September 30, 2019 compared to $39,000 at March 31, 2019.

 

10

 

 

Valuation of inventory

 

Inventories consist of prescription and non-prescription pet medications and pet supplies that are available for sale and are priced at the lower of cost or market value using a weighted average cost method. The Company writes down its inventory for estimated obsolescence. The inventory reserve was approximately $48,000 at September 30, 2019 compared to $54,000 at March 31, 2019.

 

Advertising

 

The Company's advertising expense consists primarily of Internet marketing, direct mail/print, and television advertising. Internet costs are expensed in the month incurred and direct mail/print advertising costs are expensed when the related brochures and postcards are produced, distributed, or superseded. Television advertising costs are expensed as the advertisements are televised.

 

Accounting for income taxes

 

The Company accounts for income taxes under the provisions of ASC Topic 740 (“Accounting for Income Taxes”), which generally requires recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of events that have been included in the Company’s Condensed Consolidated Financial Statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting carrying values and the tax bases of assets and liabilities, and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse.

 

Results of Operations

 

The following should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the related notes thereto included elsewhere herein. The following table sets forth, as a percentage of sales, certain operating data appearing in the Company’s Condensed Consolidated Statements of Comprehensive Income:

 

   

Three Months Ended

   

Six Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Sales

    100.0

%

    100.0

%

    100.0

%

    100.0

%

Cost of sales

    71.4       64.6       72.1       65.2  
                                 

Gross profit

    28.6       35.4       27.9       34.8  
                                 

Operating expenses:

                               

General and administrative

    9.0       8.7       8.5       8.3  

Advertising

    6.8       7.4       8.9       7.6  

Depreciation

    0.8       0.8       0.8       0.7  

Total operating expenses

    16.6       16.9       18.2       16.6  
                                 

Income from operations

    12.0       18.5       9.7       18.2  
                                 

Total other income

    1.1       1.0       1.1       0.9  
                                 

Income before provision for income taxes

    13.1       19.5       10.8       19.1  
                                 

Provision for income taxes

    3.5       4.4       2.7       4.4  
                                 

Net income

    9.6

%

    15.1

%

    8.1

%

    14.7

%

 

11

 

 

Three Months Ended September 30, 2019 Compared With Three Months Ended September 30, 2018, and Six Months Ended September 30, 2019 Compared With Six Months Ended September 30, 2018

 

Sales

 

Sales decreased by approximately $1.5 million, or 2.0%, to approximately $69.9 million for the quarter ended September 30, 2019, from approximately $71.4 million for the quarter ended September 30, 2018. For the six months ended September 30, 2019, sales decreased by approximately $8.9 million, or 5.6%, to approximately $149.9 million compared to $158.8 million for the six months ended September 30, 2018. The decrease in sales for the quarter ended September 30, 2019 was primarily due to decreased new order sales offset by increased reorder sales, and the decrease in sales for the six months ended September 30, 2019 was primarily due to decreased new order and reorder sales. The Company acquired approximately 98,000 new customers for the quarter ended September 30, 2019, compared to approximately 117,000 new customers for the same period the prior year. For the six months ended September 30, 2019 the Company acquired approximately 238,000 new customers, compared to 286,000 new customers for the six months ended September 30, 2018. The following chart illustrates sales by various sales classifications:

 

 

Three Months Ended September 30,

 

Sales (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 61,851       88.4 %   $ 60,979       85.4 %   $ 872       1.4 %

New Order Sales

    8,085       11.6 %     10,417       14.6 %     (2,332 )     -22.4 %
                                                 

Total Net Sales

  $ 69,936       100.0 %   $ 71,396       100.0 %   $ (1,460 )     -2.0 %
                                                 

Internet Sales

  $ 58,453       83.6 %   $ 60,306       84.5 %   $ (1,853 )     -3.1 %

Contact Center Sales

    11,483       16.4 %     11,090       15.5 %     393       3.5 %
                                                 

Total Net Sales

  $ 69,936       100.0 %   $ 71,396       100.0 %   $ (1,460 )     -2.0 %

 

 

 

Six Months Ended September 30,

 

Sales (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 129,593       86.4 %   $ 132,493       83.4 %   $ (2,900 )     -2.2 %

New Order Sales

    20,331       13.6 %     26,293       16.6 %     (5,962 )     -22.7 %
                                                 

Total Net Sales

  $ 149,924       100.0 %   $ 158,786       100.0 %   $ (8,862 )     -5.6 %
                                                 

Internet Sales

  $ 125,476       83.7 %   $ 134,625       84.8 %   $ (9,149 )     -6.8 %

Contact Center Sales

    24,448       16.3 %     24,161       15.2 %     287       1.2 %
                                                 

Total Net Sales

  $ 149,924       100.0 %   $ 158,786       100.0 %   $ (8,862 )     -5.6 %

 

Going forward sales may be adversely affected due to increased competition and consumers giving more consideration to price. No guarantees can be made that sales will grow in the future. The majority of our product sales are affected by the seasons, due to the seasonality of mainly heartworm, and flea and tick medications. For the quarters ended June 30, September 30, December 31, and March 31 of Fiscal 2019, the Company’s sales were approximately 31%, 25%, 21%, and 23%, respectively.

 

Cost of sales

 

Cost of sales increased by approximately $3.8 million, or 8.2%, to approximately $49.9 million for the quarter ended September 30, 2019, from approximately $46.1 million for the quarter ended September 30, 2018. For the six months ended September 30, 2019, cost of sales increased by approximately $4.5 million, or 4.3%, to approximately $108.1 million compared to $103.6 million for the same period in the prior year. As a percentage of sales, cost of sales was 71.4% and 64.6% for the quarters ended September 30, 2019 and 2018, respectively, and for the six months ended September 30, 2019 and 2018 cost of sales was 72.1% and 65.2%, respectively. The cost of sales increases can be attributed to price reductions given to customers to stimulate sales in response to increased online competition, and an increase to product costs during the quarter and six months. One of our long-term strategic initiatives and primary purchasing goals has always been to have direct purchasing relationships with the major manufacturers. We now have direct relationships with all major manufacturers which may help lower inventory costs in the future.

 

12

 

 

Gross profit

 

Gross profit decreased by approximately $5.3 million, or 20.8%, to approximately $20.0 million for the quarter ended September 30, 2019, from approximately $25.3 million for the quarter ended September 30, 2018. For the six months ended September 30, 2019 gross profit decreased by approximately $13.3 million, or 24.2%, to approximately $41.9 million, compared to $55.2 million for the same period in the prior year. The decrease in gross profit is directly related to a decrease in sales and price reductions during the quarter and six months ended September 30, 2019. Gross profit as a percentage of sales was 28.6% and 35.4% for the three months ended September 30, 2019 and 2018, respectively, and for the six months ended September 30, 2019 and 2018, gross profit as a percentage of sales was 27.9% and 34.8%, respectively. The gross profit percentage decrease can be mainly attributed to price reductions given to customers to stimulate sales in response to increased online competition, and an increase in product costs during the quarter and six months. We now have direct relationships with all major manufacturers and these manufacturers have minimum advertised price policies which allow a general price discipline in the online market, which may help improve our gross margins in the future.

 

General and administrative expenses

 

General and administrative expenses increased by approximately $103,000, or 1.7%, to approximately $6.3 million for the quarter ended September 30, 2019, from approximately $6.2 million for the quarter ended September 30, 2018. The increase in general and administrative expenses for the quarter ended September 30, 2019 was primarily due to the following: an $82,000 increase in professional fees related to the annual proxy solicitation, a $51,000 increase in property expenses, a $22,000 increase in bad debt expense, and a $14,000 net increase of other expenses which includes insurance and telephone expenses, offset by a $66,000 decrease in payroll expense related to stock compensation expenses. For the six months ended September 30, 2019, general and administrative expenses decreased by approximately $323,000, or 2.5%, to approximately $12.8 million, compared to $13.1 million for the same period the prior year. The decrease in general and administrative expenses for the six months ended September 30, 2019 was primarily due to the following: a $309,000 decrease in payroll expenses related to a decrease in stock compensation expenses; a $129,000 decrease in bank service fees which was related to decreased sales in the period; and a $21,000 net decrease in other expenses, which included professional fees and license expenses. Offsetting the decrease was a $105,000 increase in property expenses; and a $31,000 net increase in other expenses, which included bad debt and insurance expenses.

 

Advertising expenses

 

Advertising expenses decreased by approximately $544,000, or 10.3%, to approximately $4.8 million for the quarter ended September 30, 2019, from approximately $5.3 million for the quarter ended September 30, 2018. For the six months ended September 30, 2019, advertising expenses increased by approximately $1.4 million, or 11.4%, to approximately $13.4 million compared to advertising expenses of approximately $12.0 million for the six months ended September 30, 2018. The decrease in advertising expenses for the three months ended September 30, 2019 was due to the elimination of television advertising in the quarter. The increase in advertising expenses for the six months ended September 30, 2019 was related to the re-addition of television advertising in the quarter ended June 30, 2019. The advertising costs of acquiring a new customer, defined as total advertising costs divided by new customers acquired, was $49 for the quarter ended September 30, 2019 compared to $45 for the quarter ended September 30, 2018, and $56 for the six months ended September 30, 2019 compared to $42 for the six months ended September 30, 2018. Advertising cost of acquiring a new customer can be impacted by the advertising environment, the effectiveness of our advertising creative, advertising spending, and price competition. Historically, the advertising environment fluctuates due to supply and demand. A more favorable advertising environment may positively impact future new order sales, whereas a less favorable advertising environment may negatively impact future new order sales.

 

As a percentage of sales, advertising expense was 6.8% and 7.4% for the quarters ended September 30, 2019 and 2018, respectively, and for the six months ended September 30, 2019 and 2018 advertising expense was 8.9% and 7.6%, respectively. The decrease in advertising expense as a percentage of total sales for the quarter ended September 30, 2019 can be mainly attributed to the elimination of television advertising in the September quarter. The increase in advertising expense as a percentage of total sales for the six months ended September 30, 2019 can be mainly attributed to the re-addition of television advertising in the June quarter to stimulate sales and promote brand awareness. The Company currently anticipates advertising as a percentage of sales to be approximately 9.0% for fiscal 2020. However, the advertising percentage will fluctuate quarter to quarter due to seasonality and advertising availability.

 

13

 

 

Depreciation

 

Depreciation expense increased by approximately $20,000 to approximately $572,000 for the quarter ended September 30, 2019, from approximately $552,000 for the quarter ended September 30, 2018. For both the six months ended September 30, 2019 and 2018 depreciation expense was approximately $1.1 million. The increase to depreciation expense for the quarter and six months ended September 30, 2019 can be attributed to new property and equipment additions during the same periods.

 

Other income

 

Other income increased by approximately $80,000 to approximately $763,000 for the quarter ended September 30, 2019 from approximately $683,000 for the quarter ended September 30, 2018. For the six months ended September 30, 2019 other income increased by approximately $208,000 to approximately $1.6 million compared to approximately $1.4 million for the same period in the prior year. The increase to other income for the quarter and six months ended September 30, 2019 is primarily related to increased interest income due to increased interest rates. Interest income may decrease in the future as the Company utilizes its cash balances on its share repurchase plan, with approximately $28.7 million remaining as of September 30, 2019, on any quarterly dividend payment, on its operating activities, or with a decrease in interest rates.

 

Provision for income taxes

 

For the quarters ended September 30, 2019 and 2018, the Company recorded an income tax provision of approximately $2.5 million and $3.1 million, respectively, and for the six months ended September 30, 2019 and 2018, the Company recorded an income tax provision of approximately $4.1 million and $7.0 million, respectively. The decrease in the income tax provision for the quarter and six months ended September 30, 2019 is related to a decrease in operating income during the period. The effective tax rate for the quarter ended September 30, 2019 was approximately 27.0%, compared to 22.6% for the quarter ended September 30, 2018, and the effective tax rate for the six months ended September 30, 2019 was approximately 25.5% compared to 23.1% for the six months ended September 30, 2018. The increase to the effective rate for the three and six months ended September 30, 2019 can be attributed to a $322,000 income tax charge related to restricted stock compensation, compared to a $134,000 income tax benefit related to restricted stock compensation, which was recognized in the quarter ended September 30, 2018.

 

Liquidity and Capital Resources

 

The Company’s working capital at September 30, 2019 and March 31, 2019 was $99.7 million and $107.8 million, respectively. The $8.1 million decrease in working capital was primarily attributable to the share buyback and dividends paid in the period. Net cash provided by operating activities was $17.3 million and $20.4 million for the six months ended September 30, 2019 and 2018, respectively. This decrease is mainly attributed to a decrease in net income offset by a decrease in inventory for the six months ended September 30, 2019, compared to an increase in inventory for six months ended September 30, 2018. Net cash used in investing activities was $416,000 for the six months ended September 30, 2019, compared to net cash used in investing activities of $450,000 for the six months ended September 30, 2019. This change in investing activities is related to property and equipment additions in the six months ended September 30, 2019. Net cash used in financing activities was $22.5 million for the six months ended September 30, 2019, compared to $10.8 million for the same period in the prior year. The increase to financing activities relates to the Company purchasing approximately 613,000 shares of its common stock for approximately $11.5 million during the period and the remaining increase to financing activities related to an increase in the dividend paid in the six months ended September 30, 2019.

 

At September 30, 2019, the Company had approximately $28.7 million remaining under the Company’s share repurchase plan. Subsequent to September 30, 2019, on October 21, 2019 our Board of Directors declared a $0.27 per share dividend. The Board established a November 4, 2019 record date and a November 15, 2019 payment date. Depending on future market conditions the Company may utilize its cash and cash equivalents on the remaining balance of its current share repurchase plan, on dividends, or on its operating activities.

 

14

 

 

At September 30, 2019, the Company had no material outstanding lease commitments. See Note 1, Recent Accounting Pronouncements, to the Condensed Consolidated Financial Statements within this Form 10-Q for the Company’s disclosure related to leases. We are not currently bound by any long or short term agreements for the purchase or lease of capital expenditures. Any material amounts expended for capital expenditures would be the result of an increase in the capacity needed to adequately provide for any increase in our business. To date we have paid for any needed additions to our capital equipment infrastructure from working capital funds and anticipate this being the case in the future.

 

Presently, we have approximately $4.6 million forecasted for capital expenditures for the remainder of fiscal 2020, the majority of which will be invested in our e-commerce platform to better service our customers, which will be funded through cash from operations. The Company’s primary source of working capital is cash from operations. The Company presently has no need for alternative sources of working capital, and has no commitments or plans to obtain additional capital.

 

Off-Balance Sheet Arrangements

 

The Company had no off-balance sheet arrangements at September 30, 2019.

 

Cautionary Statement Regarding Forward-Looking Information

 

Certain information in this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the words "believes," "intends," "expects," "may," "will," "should," "plans," "projects," "contemplates," "intends," "budgets," "predicts," "estimates," "anticipates," or similar expressions. These statements are based on our beliefs, as well as assumptions we have used based upon information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties, and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. A reader, whether investing in our common stock or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report. When used in this quarterly report on Form 10-Q, "PetMed Express," "1-800-PetMeds," "PetMeds," "PetMed," "PetMeds.com," “1800PetMeds.com,” "PetMed.com," "PetMed Express.com," "the Company," "we," "our," and "us" refers to PetMed Express, Inc. and our subsidiaries.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market risk generally represents the risk that losses may occur in the value of financial instruments as a result of movements in interest rates, foreign currency exchange rates, and commodity prices. Our financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The book values of cash equivalents, accounts receivable, and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. Interest rates affect our return on excess cash and investments. At September 30, 2019, we had $94.9 million in cash and cash equivalents, and the majority of our cash and cash equivalents generate interest income based on prevailing interest rates. A significant change in interest rates would impact the amount of interest income generated from our excess cash and cash equivalents. It would also impact the market value of our cash and cash equivalents. Our cash equivalents are subject to market risk, primarily interest rate and credit risk. Our cash equivalents are managed by a limited number of outside professional managers within investment guidelines set by our Board of Directors. Such guidelines include security type, credit quality, and maturity, and are intended to limit market risk by restricting our cash and cash equivalents to high-quality debt instruments with both short and long term maturities. We do not hold any derivative financial instruments that could expose us to significant market risk. At September 30, 2019, we had no debt obligations.

 

15

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended) as of the quarter ended September 30, 2019, the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective such that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act: (1) is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and (2) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

part ii - other information

 

ITEM 1. LEGAL PROCEEDINGS.

 

As previously reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019, filed May 28, 2019, the Company was named as a defendant in a putative class action lawsuit, filed in May 2019, in the United States District Court for the Southern District of New York seeking injunctive and monetary relief styled Valentin Reid, on behalf of himself and all others similarly situated v. PetMed Express, Inc., Case No. 19-cv-4169, alleging that the Company’s website, www.1800petmeds.com, does not comply with the Americans with Disabilities Act (“ADA”), New York State Human Rights Law (“NYSHRL”), and New York City Human Rights Law (“NYCHRL”), and discriminates against visually impaired individuals. On July 30, 2019, the Company and the Plaintiff reached a confidential settlement in which the Plaintiff dismissed the matter with prejudice in exchange for the Company making a payment of $8,500 and the matter has concluded.

 

As previously reported in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019, filed May 28, 2019, in January 2019, a putative class action complaint was filed by a different individual in the United States District Court for the Southern District of New York alleging that the Company’s website, www.1800petmeds.com, does not comply with the ADA, NYSHRL, and NYCHRL, and discriminates against visually impaired individuals. The Plaintiff initially named a New York corporation named Pet Meds Inc., which is not related or affiliated with the Company, as the defendant. However, the Plaintiff sought to remedy that error by requesting leave to file an amended complaint naming the Company, which request the Court granted on April 9, 2019. On April 18, 2019, the Court granted the Plaintiff’s request to transfer the case to the United States District Court for the Eastern District of New York, where it is currently pending. The matter is styled Brian Fischler, individually and on behalf of all other persons similarly situated v. PetMed Express, Inc.; Case No. 19-cv-02391. As of July 24, 2019, the Company and the Plaintiff have reached a confidential settlement in which the Plaintiff and the Company will enter into a consent decree requiring among other things, the Company to modify its website to comply with certain accessibility standards within the next 24 months, and the matter will be dismissed with prejudice. As part of the confidential settlement agreement, the Company will pay the Plaintiff a sum of $10,000. The parties are awaiting the district court’s execution of the joint proposed consent decree.

 

16

 

 

ITEM 1A. RISK FACTORS.

 

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, and trading price of our common stock. Please refer to our Annual Report on Form 10-K for Fiscal Year 2019 for additional information concerning these and other uncertainties that could negatively impact the Company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

The Company did not make any sales of unregistered securities during the second quarter of Fiscal 2020.

 

Issuer Purchases of Equity Securities

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this report.

 

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities Exchange Act of 1934, as amended.*

 

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities Exchange Act of 1934, as amended.*

 

32.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS**

 

XBRL Instance

101.SCH**

 

XBRL Taxonomy Extension Schema

101.CAL**

 

XBRL Taxonomy Extension Calculation

101.DEF**

 

XBRL Taxonomy Extension Definition

101.LAB**

 

XBRL Taxonomy Extension Labels

101.PRE**

 

XBRL Taxonomy Extension Presentation

 

*   Filed herewith.
     
**   Furnished herewith XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

17

 

 

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 thereunto duly authorized.

 

PETMED EXPRESS, INC.

(The “Registrant”)

 

Date: October 30, 2019

 

By: 

  /s/ Menderes Akdag

 

 

 

Menderes Akdag

 

 

 

 

 

 

 

Chief Executive Officer and President 

 

 

  (principal executive officer)    
       
By:   /s/ Bruce S. Rosenbloom    
  Bruce S. Rosenbloom    
       

 

Chief Financial Officer 

 

 

  (principal financial and accounting officer)    

 

18

 

 



 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.20549

 

 

_______________________

 

 

 

PETMED EXPRESS, INC

 

 

_______________________

 

 

 

FORM 10-Q

 

 

FOR THE QUARTER ENDED:

 

SEPTEMBER 30, 2019

 

 

 

_______________________

 

 

EXHIBITS

 

_______________________