UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
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 (I.R.S. Employer
incorporation or organization) Identification No.)
1441 S.W. 29th Avenue, Pompano Beach, Florida 33069
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(954) 979-5995
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer" or "large accelerated filer" in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company
(defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 24,477,976
Common Shares, $.001 par value per share at November 2, 2007.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 March 31,
2007 2007
------------ ------------
(UNAUDITED)
ASSETS
------
ASSETS
Current assets:
Cash and cash equivalents $ 7,390,269 $ 316,470
Temporary investments 44,850,000 39,125,000
Accounts receivable, less allowance for doubtful
accounts of $31,000 and $28,000, respectively 1,535,442 1,369,521
Inventories - finished goods 14,950,086 16,086,207
Prepaid income taxes 1,207,496 -
Prepaid expenses and other current assets 968,927 1,071,171
------------ ------------
Total current assets 70,902,220 57,968,369
Property and equipment, net 2,025,129 1,990,578
Deferred income taxes 1,239,521 894,540
Intangible asset 365,000 365,000
------------ ------------
Total assets $ 74,531,870 $ 61,218,487
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 7,281,685 $ 5,859,756
Income taxes payable - 229,321
Accrued expenses and other current liabilities 1,622,155 1,265,837
------------ ------------
Total liabilities 8,903,840 7,354,914
------------ ------------
Commitments and contingencies
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 8,898 8,898
Common stock, $.001 par value, 40,000,000
shares authorized; 24,473,676 and 24,309,417
shares issued and outstanding, respectively 24,474 24,309
Additional paid-in capital 16,319,836 15,213,254
Retained earnings 49,325,922 38,617,112
Less treasury stock, at cost 3,674 and 0 shares,
respectively (51,100) -
------------ ------------
Total shareholders' equity 65,628,030 53,863,573
------------ ------------
Total liabilities and shareholders' equity $ 74,531,870 $ 61,218,487
============ ============
See accompanying notes to condensed consolidated financial statements.
1
PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
September 30, September 30,
2007 2006 2007 2006
----------- ----------- ------------ -----------
Sales $ 51,537,197 $ 43,812,754 $ 110,564,432 $ 94,486,107
Cost of sales 31,882,937 26,890,113 68,214,788 57,439,141
----------- ----------- ------------ -----------
Gross profit 19,654,260 16,922,641 42,349,644 37,046,966
----------- ----------- ------------ -----------
Operating expenses:
General and administrative 5,344,320 4,320,703 10,959,786 8,769,325
Advertising 8,072,127 7,670,641 16,554,908 15,999,359
Depreciation and amortization 151,715 130,851 279,649 266,152
----------- ----------- ------------ -----------
Total operating expenses 13,568,162 12,122,195 27,794,343 25,034,836
----------- ----------- ------------ -----------
Income from operations 6,086,098 4,800,446 14,555,301 12,012,130
----------- ----------- ------------ -----------
Other income (expense):
Interest income 481,051 336,817 873,253 587,984
Other, net 193,274 136,763 424,930 237,165
Loss on disposal of
property and equipment - - - (1,250)
----------- ----------- ------------ -----------
Total other income (expense) 674,325 473,580 1,298,183 823,899
----------- ----------- ------------ -----------
Income before provision for
income taxes 6,760,423 5,274,026 15,853,484 12,836,029
Provision for income taxes 2,234,697 1,959,055 5,144,674 4,770,800
----------- ----------- ------------ -----------
Net income $ 4,525,726 $ 3,314,971 $ 10,708,810 $ 8,065,229
=========== =========== ============ ===========
Net income per common share:
Basic $ 0.19 $ 0.14 $ 0.44 $ 0.33
=========== =========== ============ ===========
Dilutive $ 0.18 $ 0.14 $ 0.44 $ 0.33
=========== =========== ============ ===========
Weighted average number of
common shares outstanding:
Basic 24,214,543 24,172,319 24,182,110 24,091,242
=========== =========== ============ ===========
Dilutive 24,467,039 24,240,345 24,401,570 24,223,267
=========== =========== ============ ===========
See accompanying notes to condensed consolidated financial
statements.
2
PETMED EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
September 30,
2007 2006
---------- ----------
Cash flows from operating activities:
Net income $ 10,708,810 $ 8,065,229
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 279,649 266,152
Share based compensation 792,637 489,488
Deferred income taxes (344,981) (79,661)
Loss on disposal of property and equipment - 1,250
Bad debt expense 22,870 27,565
(Increase) decrease in operating assets
and increase (decrease) in liabilities:
Accounts receivable (188,791) (375,017)
Inventories - finished goods 1,136,121 5,134,115
Prepaid income taxes (1,207,496) -
Prepaid expenses and other current assets 102,244 (1,118,681)
Other assets - 14,167
Accounts payable 1,421,929 3,507,594
Income taxes payable (229,321) (958,318)
Accrued expenses and other current liabilities 356,318 34,717
---------- ----------
Net cash provided by operating activities 12,849,989 15,008,600
---------- ----------
Cash flows from investing activities:
Net change in temporary investments (5,725,000) (15,575,000)
Purchases of property and equipment (314,200) (302,139)
---------- ----------
Net proceeds from the sale of property and equipment - 400
---------- ----------
Net cash used in investing activities (6,039,200) (15,876,739)
---------- ----------
Cash flows from financing activities:
Purchases of treasury stock (2,504,056) -
Proceeds from the exercise of stock options 2,585,593 421,513
Tax benefit related to stock options exercised 181,473 79,719
---------- ----------
Net cash provided by financing activities 263,010 501,232
---------- ----------
Net increase (decrease) in cash and cash equivalents 7,073,799 (366,907)
Cash and cash equivalents, at beginning of period 316,470 366,907
---------- ----------
Cash and cash equivalents, at end of period $ 7,390,269 $ -
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 6,745,000 $ 6,364,063
========== ==========
Retirement of treasury stock $ 2,452,956 $ -
========== ==========
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 and other health
products 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 television, on-
line, and direct mail/print advertising campaigns, which aim to
increase the recognition of the "1-800-PetMeds" brand name, increase
traffic on its website at www.1800petmeds.com, acquire new customers,
and maximize repeat purchases. The majority of all of the Company's
sales are to residents in the United States. The Company's executive
offices are located in Pompano Beach, Florida.
The Company's fiscal year end is March 31, and references herein to
fiscal 2008 or 2007 refer to the Company's fiscal years ending March
31, 2008 and 2007, 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, 2007 and the Statements of Income for
the three and six months ended September 30, 2007 and 2006 and
Statements of Cash Flows for the six months ended September 30, 2007
and 2006. The results of operations for the three and six months
ended September 30, 2007 are not necessarily indicative of the
operating results expected for the fiscal year ending March 31, 2008.
These Condensed Consolidated 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, 2007. 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.
Recently Adopted Accounting Standards
The Company adopted the provisions of the Financial Accounting
Standards Board ("FASB") issued FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109" ("FIN 48"), in the first quarter of fiscal
2008. Previously, the Company had accounted for tax contingencies in
accordance with SFAS No. 5, Accounting for Contingencies. As required
by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes,
the Company recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority would
more likely than not sustain the position following an audit. For tax
positions meeting the more-likely-than-not threshold, the amount
recognized in the Condensed Consolidated Financial Statements is the
largest benefit that has a greater than 50 percent likelihood of being
realized upon ultimate settlement with the relevant tax authority. At
the adoption date, the Company applied FIN 48 to all tax positions for
which the statute of limitations remained open. Upon implementing FIN
48, the Company did not recognize any additional liabilities for
unrecognized tax positions. Other than the determination that nexus
was established in another state, resulting in a reduction to the
Company's effective tax rate, the adoption of FIN 48 had no material
impact on our condensed consolidated financial position, results of
operations, or cash flows.
4
In June 2006, the FASB's Emerging Issues Task Force ("EITF") reached
a consensus on Issue No. 06-3, "How Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income
Statement (That Is, Gross versus Net Presentation)." The scope of
EITF 06-3 includes sales, use, value added, and some excise taxes that
are assessed by a governmental authority on specific revenue-producing
transactions between a seller and customer. EITF 06-3 requires
disclosure of the method of accounting for the applicable assessed
taxes and the amount of assessed taxes that are included in revenues
if they are accounted for under the gross method. EITF 06-3 was
effective for the Company's fiscal year beginning April 1, 2007. EITF
06-3 will not impact the method for recording these taxes in the
Company's Condensed Consolidated Financial Statements as the Company
historically has presented sales excluding these taxes.
The Company does not believe that any other recently issued, but not
yet effective, accounting standard, if currently adopted, will have a
material effect on the Company's consolidated financial position,
results of operations, or cash flows.
Note 2: Net Income Per Share
In accordance with the provisions of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share," basic net income per common
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 stock options exercised and
the effects of the potential conversion of preferred shares,
calculated using the treasury stock method. Outstanding stock options
and convertible preferred shares issued by the Company represent the
only dilutive effect reflected in diluted weighted average shares
outstanding. The following is a reconciliation of the numerators and
denominators of the basic and diluted net income per common share
computations for the periods presented:
Three Months Ended Six Months Ended
September 30, September 30,
2007 2006 2007 2006
----------- ----------- ----------- -----------
Net income (numerator):
Net income $ 4,525,726 $ 3,314,971 $ 10,708,810 $ 8,065,229
=========== =========== =========== ===========
Shares (denominator):
Weighted average number of
common shares outstanding
used in basic computation 24,214,543 24,172,319 24,182,110 24,091,242
Common shares issuable upon
exercise of stock options 242,371 57,901 209,335 121,900
Common shares issuable upon
conversion of preferred
shares 10,125 10,125 10,125 10,125
----------- ----------- ----------- -----------
Shares used in diluted
computation 24,467,039 24,240,345 24,401,570 24,223,267
=========== =========== =========== ===========
Net income per common share:
Basic $ 0.19 $ 0.14 $ 0.44 $ 0.33
=========== =========== =========== ===========
Diluted $ 0.18 $ 0.14 $ 0.44 $ 0.33
=========== =========== =========== ===========
For the three and six months ended September 30, 2007 and 2006, all
common stock options were included in the diluted net income per share
computation as their exercise prices were less than the average market
price of the common shares for the period.
Note 3: Accounting for Stock-Based Compensation
The Company records compensation expense associated with stock
options in accordance with SFAS No. 123R, "Share Based Payment," which
is a revision of SFAS No. 123. The Company adopted the modified
prospective transition method provided under SFAS No. 123R. Under this
transition method, compensation expense associated with stock options
recognized in the first quarter of fiscal year 2007, and in subsequent
quarters, includes expense related to the remaining unvested portion
of all stock option awards granted prior to April 1, 2006, the
estimated fair value of each option award granted was determined on
the date of grant using the Black-Scholes option valuation model,
based on the grant date fair value estimated in accordance with the
original provisions of SFAS No. 123.
5
As a result of the adoption of SFAS No. 123R, the Company's
operating income for the three months ended September 30, 2007 and
2006 includes approximately $197,000 and $223,000 of stock option
compensation expense, respectively. Operating income for the six
months ended September 30, 2007 and 2006 includes approximately
$395,000 and $446,000 of stock option compensation expense,
respectively. The compensation expense related to all of the
Company's stock-based compensation arrangements is recorded as a
component of general and administrative expenses. As of September 30,
2007 and 2006, there was approximately $662,000 and $1,511,000,
respectively, of unrecognized compensation cost related to non-vested
stock option awards, which is expected to be recognized over a
remaining weighted average vesting period of approximately 2 years.
Cash received from stock options exercised for the three months ended
September 30, 2007 and 2006 was $2,346,000 and $120,000, respectively,
and for the six months ended September 30, 2007 and 2006 was
$2,586,000 and $422,000, respectively. The income tax benefits from
stock options exercised totaled $181,000 and $80,000 for the six
months ended September 30, 2007 and 2006, respectively.
The PetMed Express, Inc. 1998 Stock Option Plan (the "Plan"),
provides for the issuance of qualified options to officers and key
employees, and nonqualified options to directors, consultants and
other service providers, to purchase the Company's common stock. The
Company had reserved 5,000,000 shares of common stock for issuance
under the Plan. The exercise prices of options issued under the Plan
must be equal to or greater than the market price of the Company's
common stock as of the date of issuance. The Company had 397,577 and
672,684 options outstanding under the Plan at September 30, 2007 and
2006, respectively. Options generally vest ratably over a three-year
period commencing on the first anniversary of the grant with respect
to options granted to employees/directors under the Plan. No options
were issued during the quarter. The 1998 Plan expires on July 31,
2008.
On July 28, 2006, the Company received shareholder approval for the
adoption of the 2006 Employee Equity Compensation Restricted Stock
Plan (the "Employee Plan") and the 2006 Outside Director Equity
Compensation Restricted Stock Plan (the "Director Plan"). The purpose
of the plans is to promote the interests of the Company by securing
and retaining both employees and outside directors. The Company has
reserved 1,000,000 shares of common stock for issuance under the
Employee Plan. The Company has reserved 200,000 shares of common
stock for issuance under the Director Plan. The value of the
restricted stock is determined based on the market value of the stock
at the issuance date. The restriction period or forfeiture period is
determined by the Company's Board, to be no less than 1 year and no
more than ten years. The Company issued 24,000 shares of restricted
stock to certain directors under the Director Plan during the quarter.
The Company had 196,025 restricted common shares issued under the
Employee Plan and 44,000 restricted common shares issued under the
Director Plan at September 30, 2007 all shares of which were issued
subject to a restriction or forfeiture period which will lapse ratably
on the first, second and third anniversary of the date of grant, and
the fair value of which is being amortized over the three-year
restriction period. For the three months ended September 30, 2007 and
2006, the Company recognized $236,000 and $43,000 of restricted stock
compensation expense related to the Employee and Director Plans,
respectively, and for the six months ended September 30, 2007 and
2006, the Company recognized $398,000 and $43,000, respectively.
Note 4: Temporary Investments
During fiscal 2007 the Company had reclassified its auction rate
securities ("ARS") from cash and cash equivalents to temporary
investments on its balance sheet in accordance with recent accounting
pronouncements. This reclassification affected both the balance sheet
in fiscal 2007 and cash flow statement in fiscal 2007, but it did not
affect net income or working capital in fiscal 2007. In accordance
with Staff Accounting Bulletin ("SAB") No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements," no changes to financial statements
issued in prior years were deemed necessary. In accordance with the
Statement of Financial Accounting Standards ("SFAS") No. 115,
Accounting for Certain Investments in Debt and Equity Securities,
temporary investments are accounted for as trading securities.
Trading securities are securities that are bought and held principally
for the purpose of selling in the near term. The Company believes
that notwithstanding the reclassification, the investments in ARS are
short term and highly liquid, and readily convertible to known amounts
of cash, and that they present an insignificant risk of change in
value due to market changes in interest rates. At September 30, 2007
and 2006, the Company had $44,850,000 and $38,425,000 of temporary
investments, respectively.
6
Note 5: Commitments and Contingencies
The Company is a party to routine litigation and administrative
complaints incidental to its business. Management does not believe
that the resolution of any or all of such routine litigation and
administrative complaints is likely to have a material adverse effect
on the Company's financial condition or results of operations. 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. Legal costs related to the above matters are
expensed as incurred.
7
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 ("NASDAQ") under the symbol "PETS." The Company began
selling pet medications and other pet health products in September
1996. Presently, the Company's product line includes approximately
750 of the most popular pet medications and other health products for
dogs, cats, and horses.
The Company markets its products through national television, online,
and direct mail/print advertising campaigns which direct consumers to
order by phone or on the Internet, and aim to increase the recognition
of the "1-800-PetMeds" brand name. The Company's sales consist of
products sold mainly to retail consumers and minimally to wholesale
customers. Typically, the Company's customers pay by credit card or
check at the time the order is shipped. The Company usually receives
cash settlement in two to three banking days for sales paid by credit
cards, which minimizes the accounts receivable balances relative to
the Company's sales. The Company's sales returns average was
approximately 1.7% for both of the quarters ended on September 30,
2007 and 2006. The three month average retail purchase was
approximately $79 per order for the quarter ended September 30, 2007,
compared to $77 per order for the quarter ended September 30, 2006.
The six month average retail purchase was approximately $82 per order
for the six months ended September 30, 2007, compared to $80 per order
for the six months ended September 30, 2006.
Critical Accounting Policies
Our discussion and analysis of our financial condition and the
results of our operations 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, long-lived assets, income taxes, litigation, and
contingencies. 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
primarily to retail consumers and minimally to wholesale customers.
The Company's policy is to recognize revenue from product sales upon
shipment, when the rights of ownership and risk of loss have passed to
the consumer. Outbound shipping and handling fees are included in
sales and are billed upon shipment. Shipping expenses 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 the
customers' inability to make required payments, arising from either
credit card charge-backs or insufficient funds checks. The Company
determines its estimates of the uncollectibility of accounts
receivable by analyzing historical bad debts and current economic
trends. At September 30, 2007 and 2006 the allowance for doubtful
accounts was approximately $31,000 and $30,000, respectively.
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. At September 30, 2007 and 2006, the inventory reserve
was approximately $113,000 and $201,000, respectively.
8
Advertising
The Company's advertising expenses consist primarily of television
advertising, internet marketing, and direct mail/print advertising.
Television costs are expensed as the advertisements are televised.
Internet costs are expensed in the month incurred and direct
mail/print costs are expensed when the related catalog and postcards
are produced, distributed or superseded.
Accounting for income taxes
The Company accounts for income taxes under the provisions of SFAS
No. 109, Accounting for Income Taxes, which generally requires the
recognition of deferred tax assets and liabilities for the expected
future tax benefits or consequences of events that have been included
in the 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 Income:
Three Months Ended Six Months Ended
September 30, September 30,
2007 2006 2007 2006
----------- ----------- ----------- -----------
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 61.9 61.4 61.7 60.8
----------- ----------- ----------- -----------
Gross profit 38.1 38.6 38.3 39.2
----------- ----------- ----------- -----------
Operating expenses:
General and administrative 10.3 9.8 9.9 9.3
Advertising 15.7 17.5 15.0 16.9
Depreciation and amortization 0.3 0.3 0.2 0.3
----------- ----------- ----------- -----------
Total operating expenses 26.3 27.6 25.1 26.5
----------- ----------- ----------- -----------
Income from operations 11.8 11.0 13.2 12.7
----------- ----------- ----------- -----------
Other income 1.3 1.1 1.2 0.9
----------- ----------- ----------- -----------
Income before provision for
income taxes 13.1 12.1 14.4 13.6
Provision for income taxes 4.3 4.5 4.7 5.1
----------- ----------- ----------- -----------
Net income 8.8 % 7.6 % 9.7 % 8.5 %
=========== =========== =========== ===========
9
Three Months Ended September 30, 2007 Compared With Three Months Ended
September 30, 2006, and Six Months Ended September 30, 2007 Compared
With Six Months Ended September 30, 2006
Sales
Sales increased by approximately $7,724,000, or 17.6%, to
approximately $51,537,000 for the quarter ended September 30, 2007,
from approximately $43,813,000 for the quarter ended September 30,
2006. For the six months ended September 30, 2007, sales increased by
approximately $16,078,000, or 17.0%, to approximately $110,564,000
compared to sales of approximately $94,486,000 for the six months
ended September 30, 2006.
The increase in sales for the three and six months ended September
30, 2007 can be attributed primarily to increased retail reorders and
new orders, offset by decreased wholesale sales. The Company has
committed certain amounts specifically designated towards television,
direct mail/print and online advertising to stimulate sales, create
brand awareness, and acquire new customers. The Company acquired
approximately 222,000 new customers for the quarter ended September
30, 2007, compared to approximately 212,000 new customers for the same
period the prior year. For the six months ended September 30, 2007,
the Company acquired approximately 458,000 new customers, compared to
approximately 419,000 new customers for the same period the prior
year. There can be no assurances that this growth trend will
continue, due to increased price competition from veterinarians and
traditional and online retailers. The following chart illustrates
sales by various sales classifications:
Three Months Ended September 30,
2007 % 2006 % $ Variance % Variance
-----------------------------------------------------------------------
Reorder Sales $ 35,025,000 68.0 % $ 28,108,000 64.2 % $ 6,917,000 24.6 %
New Order Sales $ 16,459,000 31.9 % $ 15,511,000 35.4 % $ 948,000 6.1 %
Wholesale Sales $ 53,000 0.1 % $ 194,000 0.4 % $ (141,000) (72.7)%
------------ ----- ------------ ----- ------------ -----
Total Net Sales $ 51,537,000 100.0 % $ 43,813,000 100.0 % $ 7,724,000 17.6 %
============ ===== ============ ===== ============ =====
Internet Sales $ 33,686,000 65.4 % $ 27,448,000 62.5 % $ 6,238,000 22.7 %
Contact Center Sales $ 17,851,000 34.6 % $ 16,365,000 37.5 % $ 1,486,000 9.1 %
------------ ----- ------------ ----- ------------ -----
Total Net Sales $ 51,537,000 100.0 % $ 43,813,000 100.0 % $ 7,724,000 17.6 %
============ ===== ============ ===== ============ =====
Six Months Ended September 30,
2007 % 2006 % $ Variance % Variance
-----------------------------------------------------------------------
Reorder Sales $ 75,010,000 67.9 % $ 62,020,000 65.6 % $ 12,990,000 20.9 %
New Order Sales $ 35,420,000 32.0 % $ 32,003,000 33.9 % $ 3,417,000 10.7 %
Wholesale Sales $ 134,000 0.1 % $ 463,000 0.5 % $ (329,000) (71.1)%
------------ ----- ------------ ----- ------------ -----
Total Net Sales $110,564,000 100.0 % $ 94,486,000 100.0 % $ 16,078,000 17.0 %
============ ===== ============ ===== ============ =====
Internet Sales $ 71,580,000 64.7 % $ 57,593,000 61.0 % $ 13,987,000 24.3 %
Contact Center Sales $ 38,984,000 35.3 % $ 36,893,000 39.0 % $ 2,091,000 5.7 %
------------ ----- ------------ ----- ------------ -----
Total Net Sales $110,564,000 100.0 % $ 94,486,000 100.0 % $ 16,078,000 17.0 %
============ ===== ============ ===== ============ =====
Leading up to the 2004 presidential elections we experienced an
increase in the advertising cost of acquiring a new customer and a
decrease in new customer sales, which may have been attributed to a
shortage of television advertising inventory. There can be no
assurances that the 2008 presidential elections will not have a
similar impact on the advertising cost of acquiring a new customer and
new customer sales.
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 2007, the Company's sales were approximately 31%, 27%,
19%, and 23%, respectively.
10
Cost of sales
-------------
Cost of sales increased by approximately $4,993,000, or 18.6%, to
approximately $31,883,000 for the quarter ended September 30, 2007,
from approximately $26,890,000 for the quarter ended September 30,
2006. For the six months ended September 30, 2007, cost of sales
increased by approximately $10,776,000, or 18.8%, to approximately
$68,215,000 compared to cost of sales of approximately $57,439,000 for
the six months ended September 30, 2006. The increase in cost of
sales for the three and six months ended September 30, 2007 is
directly related to the increase in sales. As a percent of sales, the
cost of sales was 61.9% and 61.4% for the three months ended September
30, 2007 and 2006, respectively, and for the six months ended
September 30, 2007 and 2006, cost of sales was 61.7% and 60.8%,
respectively. The percentage increases can be attributed to increases
in our product and freight costs.
Gross profit
------------
Gross profit increased by approximately $2,731,000, or 16.1%, to
approximately $19,654,000 for the quarter ended September 30, 2007,
from approximately $16,923,000 for the quarter ended September 30,
2006. For the six months ended September 30, 2007, gross profit
increased by approximately $5,303,000, or 14.3%, to approximately
$42,350,000 compared to gross profit of approximately $37,047,000 for
the six months ended September 30, 2006. Gross profit as a percentage
of sales was 38.1% and 38.6% for the three months ended September 30,
2007 and 2006, respectively, and for the six months ended September
30, 2007 and 2006 gross profit as a percentage of sales was 38.3% and
39.2%, respectively. The percentage decreases can be attributed to
increases in our product and freight costs.
General and administrative expenses
-----------------------------------
General and administrative expenses increased by approximately
$1,024,000, or 23.7%, to approximately $5,344,000 for the quarter
ended September 30, 2007, from approximately $4,321,000 for the
quarter ended September 30, 2006. For the six months ended September
30, 2007, general and administrative expenses increased by
approximately $2,190,000, or 25.0%, to approximately $10,960,000
compared to general and administrative expenses of approximately
$8,769,000 for the six months ended September 30, 2006. The increase
in general and administrative expenses for the three months ended
September 30, 2007 was primarily due to the following: a $694,000
increase to payroll expenses, with $210,000 of the increase due to the
recognition of additional stock based compensation expense during the
quarter relating to the issuance of restricted stock, with $121,000 of
the increase due to withholding tax expense relating to restricted
stock issuances in fiscal 2007, and the remaining amount attributed to
the addition of new employees in the customer care and pharmacy
departments enabling the Company to sustain its growth; a $187,000
increase to bank service and credit card fees which can be directly
attributed to increased sales in the quarter; a $54,000 increase to
licenses and fees relating to a quarterly California mill assessment;
a $37,000 increase to insurance expenses which can be directly
attributed to increased sales in the quarter; and a $74,000 increase
in other expenses which includes mainly professional fees, property
and office expenses, with a $22,000 decrease to telephone and bad debt
expenses offsetting the increase.
The increase in general and administrative expenses for the six
months ended September 30, 2007 was primarily due to the following: a
$1,164,000 increase to payroll expenses, with $346,000 of the increase
due to the recognition of additional stock based compensation expense
during the six months relating to the issuance of restricted stock,
with $161,000 of the increase due to withholding tax expense relating
to restricted stock issuances in fiscal 2007, and the remaining amount
attributed to the addition of new employees in the customer care and
pharmacy departments enabling the Company to sustain its growth; a
$386,000 one-time charge due to the fact that nexus was established in
another state, relating to state/county sales tax which was not
collected on behalf of our customers in fiscal 2007; a $374,000
increase to bank service and credit card fees which can be directly
attributed to increased sales for the six months; a $101,000 increase
to licenses and fees relating to a quarterly California mill
assessment; a $73,000 increase to office expenses which can be
directly attributed to increased sales; a $55,000 increase to
professional fees; and a $85,000 increase in other expenses which
includes property and insurance expenses, with a $48,000 decrease to
telephone, bad debt and travel related expenses offsetting the
increase.
11
Advertising expenses
--------------------
Advertising expenses increased by approximately $401,000, or 5.2%,
to approximately $8,072,000 for the quarter ended September 30, 2007,
from approximately $7,671,000 for the quarter ended September 30,
2006. For the six months ended September 30, 2007, advertising
expenses increased by approximately $556,000, or 3.5%, to
approximately $16,555,000 compared to advertising expenses of
approximately $15,999,000 for the six months ended September 30, 2006.
As a percentage of sales, advertising expense was 15.7% and 17.5% for
the three months ended September 30, 2007 and 2006, respectively, and
15.0% and 16.9% for the six months ended September 30, 2007 and 2006,
respectively. The advertising cost of acquiring a new customer,
defined as total advertising costs divided by new customers acquired,
was $36 for both of the quarters ended September 30, 2007 and 2006,
and for the six months ended September 30, 2007, the advertising cost
of acquiring a new customer was $36 compared to $38 for the same
period prior year. The Company currently anticipates advertising as a
percentage of sales to range from approximately 14.0% to 15.0% for
fiscal 2008. However, the advertising percentage will fluctuate
quarter to quarter due to seasonality and advertising availability.
For the fiscal year ended March 31, 2007, quarterly advertising
expenses as a percentage of sales ranged between 12% and 18%.
Depreciation and amortization expenses
--------------------------------------
Depreciation and amortization expenses increased by approximately
$21,000, or 15.9%, to approximately $152,000 for the quarter ended
September 30, 2007, from approximately $131,000 for the quarter ended
September 30, 2006. Depreciation and amortization expenses increased
by approximately $14,000, or 5.1%, to approximately $280,000 for the
six months ended September 30, 2007, from approximately $266,000 for
the six months ended September 30, 2006. This increase to
depreciation and amortization expense for the quarter and six months
ended September 30, 2007 can be attributed to new property and
equipment additions in the first and second quarters of fiscal 2008.
Other income
------------
Other income increased by approximately $200,000 to approximately
$674,000 for the quarter ended September 30, 2007, from approximately
$474,000 for the quarter ended September 30, 2006. For the six months
ended September 30, 2007, other income increased by approximately
$474,000 to approximately $1,298,000 compared to other income of
approximately $824,000 for the six months ended September 30, 2006.
The increase to other income for the three and six months ended
September 30, 2007 can be attributed primarily to increased interest
income due to increases in the Company's cash balance, which is swept
into an interest-bearing overnight account and a tax-free short term
investment account. The increase can also be attributed to additional
advertising revenue generated from our website. Interest income may
decrease in the future if there is a decline in interest rates or if
the Company utilizes its cash balances on its $20,000,000 share
repurchase plan, with approximately $17,496,000 remaining, or on its
operating activities.
Provision for income taxes
--------------------------
For the quarters ended September 30, 2007 and 2006, the Company
recorded an income tax provision for approximately $2,235,000 and
$1,959,000, respectively, and for the six months ended September 30,
2007 and 2006, the Company recorded an income tax provision of
approximately $5,145,000 and $4,771,000, respectively. The income tax
provision for the six months ended September 30, 2007 includes a tax
benefit of approximately $308,000 which relates to an income tax over-
accrual for the fiscal year ended March 31, 2007. During the first
quarter of fiscal 2008, it was determined that the Company was no
longer a full tax payer in the state of Florida, due to the fact that
it established nexus in another state. This event triggered a lower
effective tax rate in the year ended March 31, 2007 and for future
quarters.
The Company also recognized a $134,000 income tax benefit due to the
disqualifying disposition of certain incentive stock option exercises
during the quarter ended September 30, 2007. These events resulted in
an effective tax rate of 33.1% and 37.1% for the quarters ended
September 30, 2007 and 2006, respectively, and an effective tax rate
of 32.5% and 37.2% for the six months ended September 30, 2007 and
2006, respectively. For the remainder of fiscal 2008, the Company
estimates its effective tax rate to be approximately 1.5% less than it
was in fiscal 2007.
12
Liquidity and Capital Resources
The Company's working capital at September 30, 2007 and March 31,
2007 was $61,998,000 and $50,613,000, respectively. The $11,385,000
increase in working capital was primarily attributable to cash flow
generated from operations, the exercise of stock options, and interest
income earned on temporary investments, offset by stock repurchased
for the six months ended September 30, 2007. Net cash provided by
operating activities was $12,850,000 and $15,009,000 for the six
months ended September 30, 2007 and 2006, respectively. Net cash used
in investing activities was $6,039,000 and $15,877,000 for the six
months ended September 30, 2007 and 2006, respectively. This
$9,838,000 decrease can be attributed to a lesser amount of purchases
of temporary investments in fiscal 2008. Net cash provided by
financing activities was $263,000 and $501,000 for the six months
ended September 30, 2007 and 2006, respectively. During the six
months ended September 30, 2007, the Company received approximately
$2,586,000 upon the exercise of stock options and the Company
repurchased approximately 187,300 shares of its common stock for
approximately $2,504,000.
As of both September 30, 2007 and 2006 the Company had no
outstanding lease commitments except for the lease for its executive
offices and warehouse. The Company had financed certain equipment
acquisitions with capital leases. The Company has approximately
$200,000 planned for capital expenditure commitments to further the
Company's growth during fiscal 2008, which will be funded through cash
from operations. The lease for our corporate office and distribution
facility in Pompano Beach expires in May 2009, therefore the Company
expects to allocate capital funds for new property leasehold and
equipment additions during fiscal 2009 to address growth needs for the
next five years. The Company's source of working capital includes
cash from operations, interest income on temporary investments, and
the exercise of stock options. The Company presently has no need for
other alternative sources of working capital, and has no commitments
or plans to obtain additional capital.
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," "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," "PetMed," "1-888-PetMeds," "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, temporary
investments, accounts receivable, and accounts payable. The book
values of cash equivalents, temporary investments, 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 temporary
investments. As of September 30, 2007, we had $7,390,000 of cash and
cash equivalents and $44,850,000 of temporary investments. A majority
of our cash and cash equivalents and investments 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 investments. It
would also impact the market value of our temporary investments. Our
temporary investments are subject to market risk, primarily interest
rate and credit risk. Our temporary investments 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 investments to high-quality debt
instruments with relatively short-term maturities. We do not utilize
financial instruments for long term trading purposes and we do not
hold any derivative financial instruments that could expose us to
significant market risk. At September 30, 2007, we had no debt
obligations.
13
ITEM 4. 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, 2007, 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 for timely gathering, analyzing,
and disclosing of the information we are required to disclose in our
reports filed under the Securities Exchange Act of 1934, as amended.
There have been no significant changes made in our internal controls
or in other factors that could significantly affect, or are reasonably
likely to materially affect, our internal controls over financial
reporting during the period covered by this report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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
2007 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 first or second quarters of fiscal year 2008.
Issuer Purchases of Equity Securities
This table provides information with respect to purchases by the
Company of shares of common stock during the three months ended
September 30, 2007:
Total Number of Approximate Dollar
Shares Purchased Value of Shares That
Total Number of Average Price as Part of Publicly May Yet Be Purchased
Month / Year Shares Purchased (1) Paid Per Share Announced Program (1) Under the Program (1)
------------------- -------------------- -------------- --------------------- ---------------------
July 2007
(July 1, 2007 to
July 31, 2007) - - - $ 18,487,746
August 2007
(August 1, 2007 to
August 31, 2007) 60,000 $ 14.17 60,000 $ 17,637,524
September 2007
(September 1, 2007 to
September 30, 2007) 10,032 $ 14.11 10,032 $ 17,495,944
(1) In November 2006, the Company announced that the Board of
Directors authorized the repurchase of up to $20 million of the
Company's common stock from time to time through negotiated or open
market transactions. The repurchase program does not have an
expiration date and the program did not expire, nor did the Company
terminate the program, during the period covered by the table.
14
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
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 (filed herewith to
Exhibit 31.1 of the Registrant's Report on Form 10-Q for the
quarter ended September 30, 2007, Commission File No. 000-28827).
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 (filed herewith to
Exhibit 31.2 of the Registrant's Report on Form 10-Q for the
quarter ended September 30, 2007, Commission File No. 000-28827).
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith to Exhibit 32.1 of the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2007, Commission File No. 000-
28827).
15
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: November 2, 2007
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)
16
___________________________________________________________________
___________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
PETMED EXPRESS, INC.
______________________
FORM 10-Q
FOR THE QUARTER ENDED:
SEPTEMBER 30, 2007
______________________
EXHIBITS
______________________
___________________________________________________________________
___________________________________________________________________
EXHIBIT INDEX
-------------
Exhibit Number of Pages Incorporated By
Number Description in Original Document Reference
31.1 Certification of Principal Executive
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 1 **
31.2 Certification of Principal Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 1 **
32.1 Certification Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 1 **
** Filed herewith