10-K 1 pets20190331_10k.htm FORM 10-K pets20190331_10k.htm
 

 

   



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       For the fiscal year ended March 31, 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

(IRS Employer

incorporation or organization)

Identification No.)

   

420 South Congress Avenue, Delray Beach, Florida 33445

(Address of principal executive offices) (Zip Code)

 

 Registrant’s telephone number, including area code: (561) 526-4444

 

     Securities registered under Section 12(b) of the Act:

 

Title of each class

Trading Symbol

 Name of each exchange on which registered

COMMON STOCK, PETS The NASDAQ Stock Market LLC

$.001 PAR VALUE

 

(NASDAQ Global Select Market)

Securities registered under Section 12(g) of the Act:

NONE

___________________________

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

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 (§ 232.405 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, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer”, “large 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 (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of September 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $656.0 million based on the closing sales price of the registrant’s Common Stock on that date, as reported on the NASDAQ Global Select Market.

 

The number of shares of the registrant’s Common Stock outstanding as of May 28, 2019 was 20,223,354.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information to be set forth in our Proxy Statement relating to our 2019 Annual Meeting of Stockholders to be held on July 26, 2019 is incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this report.

 



 

 

 

 

 

PETMED EXPRESS, INC.

 

2019 Annual Report on Form 10-K

 

TABLE OF CONTENTS

 

    Page
PART I

 

1

Item 1.   

Business

1

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

11

Item 4.

Mine Safety Disclosures

11

     
PART II

 

12

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

12
Item 6.

Selected Financial Data

15

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16
Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 8.

Financial Statements and Supplementary Data

24

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

44
Item 9A.

Controls and Procedures

44

Item 9B.

Other Information

44

     
PART III

 

45

Item 10.

Directors, Executive Officers, and Corporate Governance

45

Item 11.

Executive Compensation

45

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

45
Item 13.

Certain Relationships and Related Transactions, and Director Independence

45

Item 14.

Principal Accountant Fees and Services

45

     
PART IV

 

46

Item 15.

Exhibits, Financial Statement Schedules

46

Item 16.

Form 10-K Summary

47

     
SIGNATURES

48

 

 

 

 

 

PART I

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain information in this Annual Report on Form 10-K 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," "plan," "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 Annual Report on Form 10-K. When used in this Annual Report on Form 10-K, "PetMed Express," "1-800-PetMeds," “PetMeds,” "PetMed," “PetMeds.com,” "PetMed Express.com," "the Company," "we," "our," and "us" refer to PetMed Express, Inc. and our wholly-owned subsidiaries.

 

ITEM 1. BUSINESS

 

General

 

PetMed Express, Inc. and subsidiaries, d/b/a 1-800-PetMeds, is a leading nationwide pet pharmacy. The Company markets prescription and non-prescription pet medications, and other health products for dogs and cats, 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. Our fiscal year end is March 31, our executive offices are currently located at 420 South Congress Avenue, Delray Beach, Florida 33445, and our telephone number is (561) 526-4444.

 

Our Products

 

We offer a broad selection of products for dogs and cats. Our current product line contains approximately 3,000 SKUs of the most popular pet medications, health products, and supplies. These products include a majority of the well-known brands of medication. Generally, our prices are competitive with the prices for medications charged by veterinarians and retailers. We also offer for sale additional pet supplies on our website, which are drop shipped to our customers by third parties. These pet supplies include: food, beds, crates, stairs, strollers, and other popular pet supplies. We research new products, and regularly select new products or the latest generation of existing products to become part of our product selection. In addition, we also refine our current products to respond to changing consumer-purchasing habits. Our website is designed to give us the flexibility to change featured products or promotions. Our product line provides customers with a wide variety of selections across the most popular health categories for dogs and cats. Our current products include:

 

Non-Prescription Medications (OTC) and supplies: Flea and tick control products, bone and joint care products, vitamins, treats, nutritional supplements, hygiene products, and supplies.

 

Prescription Medications (Rx): Heartworm and flea and tick preventatives, arthritis, dermatitis, thyroid, diabetes, pain medications, heart/blood pressure, and other specialty medications, as well as generic substitutes.

 

Sales

 

We offer our products through three main sales channels: Internet through our website, telephone contact center through our toll-free number, and direct mail/print through brochures and postcards. We have designed our website to provide a convenient, cost-effective, and informative shopping experience that encourages consumers to purchase products important for a pet’s health and quality of life. We believe that these multiple channels allow us to increase the visibility of our brand name and provide our customers with increased shopping flexibility and excellent service.

 

1

 

 

Internet

 

We seek to combine our product selection and pet health information with the shopping ease of the Internet to deliver a convenient and personalized shopping experience. Our website offers health and nutritional product selections for dogs and cats, and relevant editorial and easily obtainable or retrievable resource information. Customers can search our website for products and access resources on a variety of information on dogs and cats. Customers can shop at our website by category, product line, individual product, or symptom. We attracted approximately 30 million visitors to our website during fiscal 2019, approximately 10% of those visitors placed an order, and our website generated approximately 85% of our total sales for the same time period. On our website pet owners have access to health information covering pets’ behavior and illnesses, and natural and pharmaceutical remedies specifically for a pet’s problem. The pet education content on our main website is periodically updated with the latest research for pet owners. As part of our multichannel strategy, we also offer mobile versions of our website (www.1800petmeds.com) and an application for mobile phones, tablets, and other devices. In February 2017, we released our mobile application, which offers customers a more streamlined shopping experience. Mobile application features include: “ask-the-vet”; live web chat; easy refill medication reminders; local veterinarian finder; and express checkout to provide our customers with fast, easy, and helpful service from their mobile devices.

 

Telephone Contact Center

 

Our customer care representatives receive and process inbound and outbound customer calls, facilitate our live web chat, and process customer e-mails. Our telephone system is equipped with certain features including pop-up screens and call blending capabilities that give us the ability to efficiently utilize our customer care representatives’ time, providing excellent customer care, service, and support. Our customer care representatives receive a base salary and are rewarded with commissions for sales, and bonuses and other awards for achieving certain quality goals.

 

Direct Mail/Print

 

We mail brochures and postcards in response to requests generated from our advertising and as part of direct mail campaigns to our customers.

 

Our Customers

 

Approximately 2.3 million customers have purchased from us within the last two years. We attracted approximately 467,000 and 521,000 new customers in fiscal 2019 and 2018, respectively. Our customers are located throughout the United States, with approximately 50% of customers residing in California, Florida, Texas, New York, Pennsylvania, North Carolina, Georgia, and Virginia. Our primary focus has been on retail customers and the average purchase was approximately $87 for both fiscal 2019 and fiscal 2018.

 

Marketing

 

The goal of our marketing strategy is to build brand recognition, increase customer traffic, add new customers, build strong customer loyalty, maximize reorders, and develop incremental revenue opportunities. We have an integrated marketing campaign that includes online marketing, television advertising, and direct mail/print and e-mail.

 

Online Marketing

 

We advertise and market our products primarily online. We make our brand available to Internet consumers by purchasing targeted keywords and achieving prominent placement on the top search engines and search engine networks, including Google, Bing™, and Yahoo®. We utilize Internet display and video advertisements, social media, and comparison shopping, and we are also members of the Rakuten Network, previously known as the Linkshare Network, which is an affiliate program with merchant clients and affiliate websites.

 

2

 

 

Television Advertising

 

Our television advertising is designed to build brand equity, create brand awareness, and generate initial purchases of products via the telephone and the Internet. Our television commercials typically focus on our ability to rapidly deliver to customers the same medications offered by veterinarians, but at reduced prices. We generally purchase advertising on national cable channels to target our key demographic group – women, ages 30 to 65. We believe that television advertising is particularly effective and instrumental in building brand awareness. Our most current television commercial, airing nationally, speaks to pet owners about the savings and convenience of purchasing the same exact pet medications from 1-800-PetMeds.

 

Direct Mail/Print and E-mail

 

We use direct mail/print and e-mail to acquire new customers and to remind our existing customers to reorder.

 

Operations

 

Order Processing

 

Our website allows customers to easily browse and purchase all of our products online. Our website is designed to be fast, secure, and easy to use with order and shipping confirmations, and with online order tracking capabilities. We provide our customers with toll-free telephone access to our customer care representatives. Our call center generally operates from 7:00 AM to 11:00 PM, Monday through Thursday, 7:00 AM to 9:00 PM on Friday, 9:00 AM to 6:00 PM on Saturday, and 9:00 AM to 5:00 PM on Sunday, Eastern Time. The process of customers purchasing products from 1-800-PetMeds consists of a few simple steps. A customer first places an order online or by calling our toll-free telephone number. The following information is needed to process prescription orders: pet information, prescription information, and the veterinarian’s name and phone number. This information is entered into our computer system. Then our pharmacists and pharmacy technicians verify all prescriptions. The order process system checks for the verification for prescription medication orders and a valid payment method for all orders. Verified orders are then sent to our fulfillment center, where items are picked, and then shipped via United States Postal Service and Federal Express. Our customers enjoy the convenience of rapid home delivery, with the majority of all orders being shipped within 24 hours of ordering.

 

Customer Care and Support

 

We believe that a high level of customer care and support is critical in retaining and expanding our customer base. Customer care representatives participate in ongoing training programs under the supervision of our training managers. These training sessions include a variety of topics such as product knowledge, computer usage, customer service tips, and the relationship between our Company and veterinarians. Our customer care representatives respond to customers’ e-mails, calls, and live web chats that are related to products, order status, prices, and shipping. We believe our customer care representatives are a valuable source of feedback regarding customer satisfaction.

 

Warehousing and Shipping

 

We inventory our products and fill most customer orders from our corporate headquarters in Delray Beach, Florida. We have an in-house fulfillment and distribution operation, which is used to manage the entire supply chain, beginning with the placement of the order, continuing through order processing, and then fulfilling and shipping of the product to the customer. We offer a variety of shipping options, including next day delivery. We ship to anywhere in the United States served by the United States Postal Service or Federal Express. Priority orders are expedited in our fulfillment process. Our goal is to ship the products the same day that the order is received. For prescription medications, our goal is to ship the product immediately after the prescription has been authorized by the customer’s veterinarian.

 

3

 

 

Purchasing

 

We purchase our products from a variety of sources, including certain manufacturers, domestic distributors, and wholesalers. There were four suppliers from whom we purchased approximately 50% of all products in fiscal 2019. We believe having strong relationships with product manufacturers and distributors will ensure the availability of an adequate volume of products ordered by our customers. Some of the major manufacturers of prescription and non-prescription medications have declined to sell these products to direct marketing companies, such as our company. (See Risk Factors.) Part of our growth strategy includes developing direct relationships with all of the leading pharmaceutical manufacturers of the more popular prescription and non-prescription medications.

 

Technology

 

We utilize integrated technologies in our call centers, e-commerce, order entry, and inventory control/fulfillment operations. Our systems are custom configured by us to optimize our computer telephone integration and mail-order processing. The systems are designed to maintain a large database of specialized information and process a large volume of orders efficiently and effectively. Our systems provide our customer care representatives, and our customers on our website, including on our mobile application, with real time product availability information and updated customer information to enhance our customer care.

 

We also have an integrated direct connection for processing credit cards to ensure that a valid credit card number and authorization have been received at the same time our customer care representatives are on the telephone with the customer or when a customer submits an order on our website. Our information systems provide our customer care representatives with records of all prior contact with a customer, including the customer’s address, telephone number, e-mail address, prescription information, order history, payment history, and notes.

 

Competition

 

The pet medications market is competitive and highly fragmented. Our competitors consist of veterinarians, and online and traditional retailers. We believe that the following are the principal competitive factors in our market:

 

 

Product selection and availability, including the availability of prescription and non-prescription medications;

 

Brand recognition;

 

Reliability and speed of delivery;

 

Personalized service and convenience;

 

Price; and

 

Website usability and content.

 

We compete with veterinarians, and online and traditional retailers for the sale of prescription and non-prescription pet medications and other health products. Many pet owners may prefer the convenience of purchasing their pet medications or other health products at the time of a veterinarian visit. In order to effectively compete with veterinarians, we must continue to educate pet owners about the service, convenience, and savings offered by our Company.

 

According to the American Pet Products Manufacturers Association, pet spending in the United States increased 4.4% to $72.6 billion in 2018. Pet supplies and medications represented $18.1 billion, or 25% of the total spending on pets in the United States. The pet medication market that we participate in is estimated to be approximately $5.0 billion, with veterinarians having the majority of the market share. The dog and cat population is approximately 184 million, with approximately 68% of all households having a pet.

 

We believe that the following are the main competitive strengths that differentiate 1-800-PetMeds from the competition:

 

 

Channel leader, in an estimated $5.0 billion industry;

 

“1-800-PetMeds” brand name;

 

Licensed pharmacy to conduct business in 50 states, and a Pharmacy Verified website (a website verification program by the National Association of Boards of Pharmacy®, which identifies online pharmacies and pharmacy-related websites as safe and legitimate);

 

Exceptional customer care and support.

 

4

 

 

Intellectual Property

 

We conduct our business under the trade name “1-800-PetMeds” and use a family of trade names all containing the term “PetMeds” or “PetMed” in some form. We believe the “1-800-PetMeds” trade name, which is also our toll-free telephone number, and the “PetMeds” family of trademarks, have added significant value and are important factors in the marketing of our products. We have also obtained the right to use and control the Internet addresses www.1800petmeds.com, www.1888petmeds.com, www.petmedexpress.com, www.petmed.com, and www.petmeds.com.

 

We also obtained the right to use and control the Internet addresses www.petmeds.pharmacy, www.petmed.pharmacy, and www.1800petmeds.pharmacy, through a National Association of Boards of Pharmacy® initiative to ensure high standards for online pharmacies. We do not expect to lose the ability to use the Internet addresses; however, there can be no assurance in this regard and the loss of these addresses may have a material adverse effect on our financial position and results of operations. We are the exclusive owners of United States Trademark Registrations for “PetMed Express and Design®,” “1888PetMeds and Design®,” “1-800-PetMeds and Design®,” 1-800-PetMeds®,” and “PetMeds®,” among numerous others.

 

Government Regulation

 

Dispensing prescription medications is governed at the state level by Boards of Pharmacy, or similar regulatory agencies, of each state where prescription medications are dispensed. We are subject to regulation by the State of Florida and are licensed as a community pharmacy by the Florida Board of Pharmacy. Our current license is valid until February 28, 2021, and prior to that date a renewal application will be submitted to the Board of Pharmacy. During fiscal 2015 we obtained a federal registration, and state registrations/permits as required, to dispense Schedule IV controlled substances. We also updated our federal registration and state registrations/permits as required to include the ability to dispense Schedule V controlled substances. Our pharmacy practice is also licensed and/or regulated by 49 other state pharmacy boards, the District of Columbia Board of Pharmacy, and the United States Drug Enforcement Administration, and with respect to our products, by other regulatory authorities including, but not necessarily limited to, the United States Food and Drug Administration (“FDA”) and the United States Environmental Protection Agency. As a licensed pharmacy in the State of Florida, we are subject to the Florida Pharmacy Act and regulations promulgated thereunder. To the extent that we are unable to maintain our license as a community pharmacy with the Florida Board of Pharmacy, or if we do not maintain the licenses granted by other state pharmacy boards, or if we become subject to actions by the FDA, or other enforcement regulators, our distribution of prescription medications to pet owners could cease, which could have a material adverse effect on our financial condition and results of operations.

 

Employees

 

We currently have 199 full time employees, including: 107 in customer care and marketing; 29 in fulfillment and purchasing; 52 in our pharmacy; 3 in information technology; 3 in administrative positions; and 5 in management. None of our employees are represented by a labor union, or governed by any collective bargaining agreements. We consider relations with our employees to be satisfactory.

 

Available Information

 

We file annual, quarterly, and current reports, proxy statements, and other information with the Securities and Exchange Commission ("SEC"). Our SEC filings, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act are available free of charge over the Internet on our website at www.1800petmeds.com or at the SEC's web site at www.sec.gov. Our SEC filings will be available through our website as soon as reasonably practicable after we have electronically filed or furnished them to the SEC. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

 

5

 

 

ITEM 1A. RISK FACTORS

 

You should carefully consider the risks and uncertainties described below, and all the other information included in this Annual Report on Form 10-K before you decide to invest in our common stock. Any of the following risks could materially adversely affect our business, financial condition, or operating results and could result in a loss of your investment.

 

We may inadvertently fail to comply with various state or federal regulations covering the dispensing of prescription pet medications which may subject us to reprimands, sanctions, probations, fines, suspensions, or the loss of one or more of our pharmacy licenses.

 

The sale and delivery of prescription pet medications is generally governed by state laws and state regulations, and with respect to controlled substances, also by federal law. Since our pharmacy is located in the State of Florida, the Company is governed by the laws and regulations of the State of Florida. Each prescription pet medication sale we make is likely also to be covered by the laws of the state where the customer is located. The laws and regulations relating to the sale and delivery of prescription pet medications vary from state to state, but generally require that prescription pet medications be dispensed with the authorization from a prescribing veterinarian. To the extent that we are unable to maintain our license as a community pharmacy with the Florida Board of Pharmacy, or if we do not maintain the licenses granted by other state boards, or if we become subject to actions by the FDA, or other enforcement regulators, our dispensing of prescription medications to pet owners could cease, which could have a material adverse effect on our operations.

 

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. While we make every effort to fully comply with all applicable state rules, laws, and regulations, from time to time we have been the subject of administrative complaints regarding the authorization of prescriptions prior to shipment. We cannot assure you that we will not be the subject of administrative complaints in the future. We cannot guarantee you that we will not be subject to reprimands, sanctions, probations, or fines, or that one or more of our pharmacy licenses will not be suspended or revoked. If we were unable to maintain our license as a community pharmacy in the State of Florida, or if we are not granted licensure in a state that begins to require licensure, or if one or more of the licenses granted by other state boards should be suspended or revoked, our ability to continue to sell prescription medications and to continue our business as it is presently conducted could be in jeopardy.

 

We currently purchase a portion of our prescription and non-prescription medications from third party distributors and we are not an authorized distributor of these products. We do not have any guaranteed supply of medications at any pre-established prices.

 

The majority of our sales were attributable to sales of prescription and non-prescription medications. Some of the major pharmaceutical manufacturers have declined to sell prescription and non-prescription pet medications directly to us. In order to assure a supply of these products, we purchase medications from various secondary sources, including a variety of domestic distributors. Our business strategy includes seeking to establish direct purchasing arrangements with major pet pharmaceutical manufacturing companies. If we are not successful in achieving this goal, we will continue to rely upon secondary sources. We cannot guarantee that if we continue to purchase prescription and non-prescription pet medications from secondary sources that we will be able to purchase an adequate supply to meet our customers’ demands, or that we will be able to purchase these products at competitive prices. As these products represent a significant portion of our sales, our failure to fill customer orders for these products could adversely impact our sales. If we are forced to pay higher prices for these products to ensure an adequate supply, we cannot guarantee that we will be able to pass along to our customers any increases in the prices we pay for these medications. This inability to pass along increased prices could materially adversely affect our gross margins, financial condition and results of operations.

 

6

 

 

Our failure to properly manage our inventory may result in excessive inventory carrying costs, or inadequate supply of products, which could materially adversely affect our financial condition and results of operations.

 

Our current product line contains approximately 3,000 SKUs. A significant portion of our sales is attributable to products representing approximately 100 SKUs, including the most popular flea and tick, and heartworm preventative brands. We need to properly manage our inventory to provide an adequate supply of these products and avoid excessive inventory of the products representing the balance of the SKUs. We generally place orders for products with our suppliers based upon our internal estimates of the amounts of inventory we will need to fill future orders. These estimates may be significantly different from the actual orders we receive.

 

In the event that subsequent orders fall short of original estimates, we may be left with excess inventory. Significant excess inventory could result in price discounts and increased inventory carrying costs. Similarly, if we fail to have an adequate supply of some SKUs, we may lose sales opportunities. We cannot guarantee that we will maintain appropriate inventory levels. Any failure on our part to maintain appropriate inventory levels may have a material adverse effect on our financial condition and results of operations.

 

Resistance from veterinarians to authorize prescriptions, or attempts/efforts on their part to discourage pet owners from purchasing from internet mail-order pharmacies could cause our sales to decrease and could materially adversely affect our financial condition and results of operations.

 

Since we began our operations some veterinarians have resisted providing our customers with a copy of their pet’s prescription or authorizing the prescription to our pharmacy staff, thereby effectively preventing us from filling such prescriptions under state law. We have also been informed by customers and consumers that veterinarians have tried to discourage pet owners from purchasing from internet mail-order pharmacies. Although veterinarians in some states are required by law to provide a pet owner with a prescription if medically appropriate, if the number of veterinarians who refuse to authorize prescriptions should increase, or if veterinarians are successful in discouraging pet owners from purchasing from internet mail-order pharmacies, our sales could decrease and our financial condition and results of operations may be materially adversely affected.

 

Significant portions of our sales are made to residents of eight states. If we should lose our pharmacy license in one or more of these states, our financial condition and results of operations would be materially adversely affected.

 

While we ship pet medications to customers in all 50 states, approximately 50% of our sales for the fiscal year ended March 31, 2019 were made to customers located in the states of California, Florida, Texas, New York, Pennsylvania, North Carolina, Georgia, and Virginia. If for any reason our license to operate a pharmacy in one or more of those states should be suspended or revoked, or if it is not renewed, our ability to sell prescription medications to residents of those states would cease and our financial condition and results of operations in future periods would be materially adversely affected.

 

We face significant competition from veterinarians and online and traditional retailers and may not be able to compete profitably with them.

 

We compete directly and indirectly with veterinarians for the sale of pet medications and other health products. Veterinarians hold a competitive advantage over us because many pet owners may find it more convenient or preferable to purchase these products directly from their veterinarians at the time of an office visit. We also compete directly and indirectly with both online and traditional retailers. Both online and traditional retailers may hold a competitive advantage over us because of longer operating histories, established brand names, greater resources, and/or an established customer base. Online retailers may have a competitive advantage over us because of established affiliate relationships to drive traffic to their website. Traditional retailers may hold a competitive advantage over us because pet owners may prefer to purchase these products from a store instead of online or through catalog or telephone methods. In addition, we face growing competition from online and multichannel retailers, some of whom may have a lower cost structure than ours, as customers now routinely use computers, tablets, smartphones, and other mobile devices and mobile applications to shop online and compare prices and products in real time. In order to effectively compete in the future, we may be required to offer promotions and other incentives, which may result in lower operating margins and adversely affect the results of operations. We also face a significant challenge from our competitors forming alliances with each other, such as those between online and traditional retailers. These relationships may enable both their online and retail stores to negotiate better pricing and better terms from suppliers by aggregating the demand for products and negotiating volume discounts, which could be a competitive disadvantage to us.

 

7

 

 

The content of our website could expose us to various kinds of liability, which, if prosecuted successfully, could negatively impact our business.

 

Because we post product and pet health information and other content on our website, we face potential liability for negligence, copyright infringement, patent infringement, trademark infringement, defamation, and/or other claims based on the nature and content of the materials we post. Various claims have been brought, and sometimes successfully prosecuted, against Internet content distributors. We could be exposed to liability with respect to the unauthorized duplication of content or unauthorized use of other parties’ proprietary technology. Although we maintain general liability insurance, our insurance may not cover potential claims of this type, or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect our financial condition and results of operations.

 

We may not be able to protect our intellectual property rights, and/or we may be found to infringe on the proprietary rights of others.

 

We rely on a combination of trademarks, trade secrets, copyright laws, and contractual restrictions to protect our intellectual property rights. These afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy our non-prescription private label or generic equivalents, when and if developed, as well as aspects of our sales formats, or to obtain and use information that we regard as proprietary, including the technology used to operate our website and our content, and our trademarks. Litigation or proceedings before the United States Patent and Trademark Office or other bodies may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain names, or to determine the validity and scope of the proprietary rights of others. Any litigation or adverse proceeding could result in substantial costs and diversion of resources, and could seriously harm our business and operating results. Third parties may also claim infringement by us with respect to past, current, or future technologies. We expect that participants in our market will be increasingly involved in infringement claims as the number of services and competitors in our industry segment grows. Any claim, whether meritorious or not, could be time-consuming, result in costly litigation, cause service upgrade delays, or require us to enter into royalty or licensing agreements. These royalty or licensing agreements might not be available on terms acceptable to us or at all.

 

If we are unable to protect our Internet addresses or to prevent others from using Internet addresses that are confusingly similar, our business may be adversely impacted.

 

Our Internet addresses, www.1800petmeds.com, www.1888petmeds.com, www.petmedexpress.com, www.petmed.com, www.petmeds.com, www.petmeds.pharmacy, www.petmed.pharmacy, and www.1800petmeds.pharmacy, are critical to our brand recognition and our overall success. If we are unable to protect these Internet addresses, our competitors could capitalize on our brand recognition. There may be similar Internet addresses used by competitors. Governmental agencies and their designees generally regulate the acquisition and maintenance of Internet addresses. The regulation of Internet addresses in the United States and in foreign countries has changed, and may undergo further change in the near future. Furthermore, the relationship between regulations governing Internet addresses and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may not be able to protect our own Internet addresses, or prevent third parties from acquiring Internet addresses that are confusingly similar to, infringe upon, or otherwise decrease the value of our Internet addresses.

 

Since all of our operations are housed in a single location, we are more susceptible to business interruption in the event of damage to, or disruptions in, our facility.

 

Our headquarters and distribution center are currently located in one location in South Florida, and most of our shipments of products to our customers are made from this sole distribution center. We have no present plans to establish any additional distribution centers or offices. Because we consolidate our operations in one location, we are more susceptible to power and equipment failures, and business interruptions in the event of fires, floods, and other natural disasters than if we had additional locations. Furthermore, because we are located in South Florida, which is a hurricane-sensitive area, we are particularly susceptible to the risk of damage to, or total destruction of, our headquarters and distribution center and surrounding transportation infrastructure caused by a hurricane.

 

8

 

 

We cannot assure you that we are adequately insured to cover the amount of any losses relating to any of these potential events, business interruptions resulting from damage to or destruction of our headquarters and distribution center, or power and equipment failures relating to our call center or websites, or interruptions or disruptions to major transportation infrastructure, or other events that do not occur on our premises. The occurrence of one or more of these events could adversely impact our ability to generate revenues in future periods.

 

A failure of our information systems and customer-facing technology systems or any security breach or unauthorized disclosure of confidential information, or other cyber attacks on our systems, could result in litigation and regulatory risk, harm our reputation and have a material adverse effect on our business.

 

Our business is dependent upon the efficient operation of our information systems. In particular, we rely on our information systems to effectively manage our business model strategy, with tools to track and manage sales, inventory, marketing, customer service efforts, the preparation of our consolidated financial and operating data, credit card information, and customer information. The failure of our information systems to perform as designed or the failure to maintain and enhance or protect the integrity of these systems could disrupt our business operations, adversely impact sales and the results of operations, expose us to customer or third-party claims, or result in adverse publicity.

 

Through our information technology, we are able to provide an improved overall shopping and interconnected retail experience that empowers our customers to shop and interact with us from computers, tablets, smartphones and other mobile devices. We use our website and our mobile application both as sales channels for our products and also as methods of providing product and other relevant information to our customers to drive online sales. Our online programs, communities and knowledge center allow us to inform, assist and interact with our customers. We also continually seek to enhance all of our online properties to provide an attractive user-friendly interface for our customers, as evidenced by our recent redesign of our website. Disruptions, failures or other performance issues with these customer-facing technology systems could impair the benefits that they provide to our online business and negatively affect our relationship with our customers.

 

Additionally, we collect, process, and retain sensitive and confidential customer information in the normal course of our business. Despite the security measures we have in place and any additional measures we may implement in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, human errors, acts of vandalism, or other events. Any security breach or event resulting in the misappropriation, loss, or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business, or otherwise affect our results of operations.

 

Our operating results are difficult to predict and may fluctuate, and a portion of our sales are seasonal.

 

Factors that may cause our operating results to fluctuate include:

 

 

Our ability to obtain new customers at a reasonable cost, retain existing customers, or encourage reorders;

 

Our ability to increase the number of visitors to our website, or our ability to convert visitors to our website into customers;

 

The mix of medications and other pet products sold by us;

 

Our ability to manage inventory levels or obtain an adequate supply of products;

 

Our ability to adequately maintain, upgrade, and develop our website, the systems that we use to process customers’ orders and payments, or our computer network;

 

Increased competition within our market niche;

 

Price competition;

 

New products introduced to the market, including generics;

 

Increases in the cost of advertising;

 

The amount and timing of operating costs and capital expenditures relating to expansion of our product line or operations;

 

Disruption of our toll-free telephone service, technical difficulties, or systems and Internet outages or slowdowns; and

 

Unfavorable general economic trends.

 

9

 

 

Because our operating results are difficult to predict, we believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. The majority of our product sales are affected by the seasons, due to the seasonality of mainly flea, tick, and heartworm medications. For the quarters ended June 30, 2018, September 30, 2018, December 31, 2018, and March 31, 2019, Company sales were 31%, 25%, 21%, and 23%, respectively. In addition to the seasonality of our sales, our annual and quarterly operating results have fluctuated in the past and may fluctuate significantly in the future due to a variety of factors, including weather, many of which are out of our control. Any change in one or more of these factors could materially adversely affect our financial condition and results of operations in future periods.

 

We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business.

 

We accept payments using a variety of methods, including credit and debit cards, PayPal, and checks, and we may offer new payment options over time. Acceptance of these payment options subjects us to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers. These requirements may change over time or be reinterpreted, making compliance more difficult or costly. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. If these companies become unable to provide these services to us, or if their systems are compromised, it could potentially disrupt our business. The payment methods that we offer also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we may be liable for costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. As a result, our business and operating results could be adversely affected.

 

Our stock price fluctuates from time to time and may fall below expectations of securities analysts and investors, and could subject us to litigation, which may result in you suffering a loss on your investment.

 

The market price of our common stock may fluctuate significantly in response to a number of factors, many of which are out of our control. These factors include: quarterly variations in operating results; changes in accounting treatments or principles; announcements by us or our competitors of new products and services offerings; significant contracts, acquisitions, or strategic relationships; additions or departures of key personnel; any future sales of our common stock or other securities; stock market price and volume fluctuations of publicly-traded companies; and general political, economic, and market conditions. In some future quarter our operating results may fall below the expectations of securities analysts and investors, which could result in a decrease in the trading price of our common stock. In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and divert management's attention and resources, which could seriously harm our business and operating results.

 

We may issue additional shares of preferred stock that could defer a change of control or dilute the interests of our common stockholders. Our charter documents could defer a takeover effort which could inhibit your ability to receive an acquisition premium for your shares.

 

Our charter permits our Board of Directors to issue up to 5.0 million shares of preferred stock without stockholder approval. Currently there are 2,500 shares of our Convertible Preferred Stock issued and outstanding. This leaves slightly less than 5.0 million shares of preferred stock available for issuance at the discretion of our Board of Directors. These shares, if issued, could contain dividend, liquidation, conversion, voting, or other rights which could adversely affect the rights of our common stockholders and which could also be utilized, under some circumstances, as a method of discouraging, delaying, or preventing a change in control. Provisions of our articles of incorporation, bylaws and Florida law could make it more difficult for a third party to acquire us, even if many of our stockholders believe it is in their best interest.

 

10

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

Our facilities, including our principal executive offices and distribution center, are located at 420 South Congress Avenue, Delray Beach, Florida 33445. In January 2016, we completed the acquisition of this real property located at 420 South Congress Avenue, Delray Beach, Florida 33445, and improvements thereon (collectively referred to herein as the “Property”), the assignment and assumption of all leases and service agreements affecting the Property, and certain tangible and intangible personal property related to the Property, for a purchase price of $18.5 million, plus closing costs. The Property consists of approximately 634,000 square feet of land or 14.6 acres with two building complexes totaling approximately 185,000 square feet, with additional land for future use. The first building complex consists of approximately 125,000 square feet and the second building complex consists of approximately 60,000 square feet each consisting of both office and warehouse space. The Company occupies approximately 97,000 square feet of the first building for its principal offices and distribution center. As of March 31, 2019, 48% of the Property was leased to two tenants with a remaining weighted average lease term of 4.5 years. We believe that our facilities are sufficient for our current needs and are in good condition in all material respects.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company is 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 and intends to vigorously defend itself against such allegations. At this stage, the company can neither accurately predict the likelihood of an unfavorable or adverse outcome nor provide an estimate of the amount or range of potential loss, if any.

 

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 company’s website, www.1800petmeds.com, does not comply with the ADA, NYSHRL, and NYCHRL, and discriminates against visually impaired individuals. The Plaintiff named a New York corporation named Pet Meds Inc., which is not related or affiliated with the Company, as the defendant. However, the Plaintiff has 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 and it intends to vigorously defend itself against such allegations. At this early juncture, the Company can neither accurately predict the likelihood of an unfavorable or adverse outcome nor provide an estimate of the amount or range of potential loss, if any.

 

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.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable. 

 

11

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Price Range of Common Stock

 

      Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “PETS.” The prices set forth below reflect the high and low sale prices per share in each of the quarters of fiscal 2019 and 2018 as reported by the NASDAQ.

 

Fiscal 2019:

 

High

   

Low

 

First Quarter

  $ 46.17     $ 33.46  

Second Quarter

  $ 44.57     $ 33.01  

Third Quarter

  $ 32.67     $ 22.42  

Fourth Quarter

  $ 24.32     $ 20.50  

 

Fiscal 2018:

 

High

   

Low

 

First Quarter

  $ 41.06     $ 20.20  

Second Quarter

  $ 50.54     $ 33.15  

Third Quarter

  $ 48.11     $ 34.19  

Fourth Quarter

  $ 53.24     $ 41.20  

 

Holders

 

There were 95 holders of record of our common stock at May 28, 2019, and approximately 31,500 of our holders are “street name” or beneficial holders, whose shares are held by banks, brokers, or other financial institutions.

 

Dividends

 

During fiscal 2018 and 2019, our Board of Directors declared the following dividends:

 

Declaration Date

 

Per Share

Dividend

   

Record Date

 

Total Amount

(In thousands)

   

Payment Date

May 8, 2017

  $ 0.20    

May 19, 2017

  $ 4,105    

May 26, 2017

July 24, 2017

  $ 0.20    

August 7, 2017

  $ 4,121    

August 18, 2017

October 23, 2017

  $ 0.20    

November 6, 2017

  $ 4,121    

November 17, 2017

January 22, 2018

  $ 0.25    

February 5, 2018

  $ 5,150    

February 16, 2018

                         

May 7, 2018

  $ 0.25    

May 18, 2018

  $ 5,150    

May 25, 2018

July 23, 2018

  $ 0.27    

August 3, 2018

  $ 5,584    

August 10, 2018

October 22, 2018

  $ 0.27    

November 5, 2018

  $ 5,582    

November 16, 2018

January 21, 2019

  $ 0.27    

February 4, 2019

  $ 5,582    

February 15, 2019

 

On May 8, 2017, the Company’s Board of Directors declared an increased quarterly dividend of $0.20 per share, and then on January 22, 2018 the Company’s Board of Directors increased the quarterly dividend to $0.25 per share, on its common stock. On May 7, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.25 per share, and then on July 23, 2018 the Company’s Board of Directors increased the quarterly dividend to $0.27 per share, on its common stock. On May 6, 2019, the Company’s Board of Directors declared a quarterly dividend of $0.27 per share on its common stock. The $5.6 million dividend was paid on May 24, 2019, to shareholders of record at the close of business on May 17, 2019. The Company intends to continue to pay regular quarterly dividends; however the declaration and payment of future dividends is discretionary and will be subject to a determination by the Board of Directors each quarter following its review of the Company’s financial performance.

 

Issuer Purchases of Equity Securities

 

On November 8, 2006, the Company's Board of Directors approved a share repurchase plan of up to $20.0 million. On October 31, 2008, November 1, 2010, and August 1, 2011, the Company’s Board of Directors approved an increase under the share repurchase plan, each for an additional $20.0 million. The repurchase plan is intended to be implemented through purchases made from time to time in either the open market or through private transactions at the Company's discretion, subject to market conditions and other factors, in accordance with Securities and Exchange Commission requirements.

 

12

 

 

There can be no assurances as to the precise number of shares that will be repurchased under the share repurchase plan, and the Company may discontinue the share repurchase plan at any time subject to compliance with applicable regulatory requirements. Shares purchased pursuant to the share repurchase plan will either be cancelled or held in the Company's treasury. On January 25, 2019 the Company’s Board of Directors authorized an additional $30.0 million under the repurchase plan. As of March 31, 2019, the Company had approximately $40.2 million remaining under the Company’s share repurchase plan. Since the inception of the share repurchase plan up to March 31, 2019, approximately 5.6 million shares have been repurchased under the plan for approximately $69.8 million, averaging approximately $12.54 per share. Subsequent to March 31, 2019, the Company repurchased approximately 450,000 of its own shares for approximately $8.6 million, averaging approximately $19.08 per share.

 

Performance Graph

 

Set forth below is a line graph comparing the five year cumulative performance of our Common Stock with the Nasdaq Composite, the Russell 2000, and our SIC Code 5912 (pharmacy peer group) from March 31, 2014 to March 31, 2019. The graph assumes that $100 was invested on March 31, 2014 in each of our Common Stock, the Nasdaq Composite, the Russell 2000, and the SIC Code 5912 (pharmacy peer group). Because we have historically paid dividends on a quarterly basis, the graph assumes that dividends were reinvested. The performance graph and related information below shall not be deemed “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

Performance graph data:

 

   

Fiscal Year Ended March 31,

 
   

2014

   

2015

   

2016

   

2017

   

2018

   

2019

 

PetMed Express, Inc.

    100.00       129.40       146.50       171.13       362.37       204.82  

Nasdaq Composite

    100.00       118.12       118.77       145.94       176.24       194.97  

SIC Code 5912

    100.00       135.63       137.32       118.28       94.91       88.65  

Russell 2000

    100.00       108.21       97.65       123.25       137.78       140.61  

 

13

 

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth securities authorized for issuance under equity compensation plans, including individual compensation arrangements, by us under our Amended and Restated 2006 Employee Equity Compensation Restricted Stock Plan, Amended and Restated 2006 Outside Director Equity Compensation Restricted Stock Plan, 2015 Outside Director Equity Compensation Restricted Stock Plan, and 2016 Employee Equity Compensation Restricted Stock Plan as of March 31, 2019:

 

EQUITY COMPENSATION PLAN INFORMATION

 

(In thousands)

 
   

Number of securities

           

Number of securities

 
   

to be issued upon

   

Weighted average

   

remaining available

 
   

exercise of outstanding

   

exercise price of

   

for future issuance

 
   

options, warrants

   

outstanding options,

   

under equity

 

Plan category

 

and rights

   

warrants and rights

   

compensation plans

 
                         

2006 Employee Equity Compensation Restricted Stock Plan

    13       -       -  
                         

2006 Outside Director Equity Compensation Restricted Stock Plan

    -       -       -  
                         

2015 Outside Director Equity Compensation Restricted Stock Plan

    68       -       468 (1)
                         

2016 Employee Equity Compensation Restricted Stock Plan

    69       -       915  
                         

Total

    150               1,383  

 

 

(1)

The number of shares of common stock available for issuance under the 2015 Outside Director Equity Compensation Restricted Stock Plan automatically increase on the first trading day of January each calendar year during the term of the 2015 Outside Director Equity Compensation Restricted Stock Plan, by an amount equal to ten percent (10%) of the total number of shares of common stock authorized under the 2015 Outside Director Equity Compensation Restricted Stock Plan.

 

14

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

The following selected financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Consolidated Financial Statements and notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K. The Consolidated Statements of Income data set forth below for the fiscal years ended March 31, 2019, 2018, and 2017 and the Consolidated Balance Sheet data as of March 31, 2019 and 2018 have been derived from our audited Consolidated Financial Statements which are included elsewhere in this Annual Report on Form 10-K. The Consolidated Statements of Income data set forth below for the fiscal years ended March 31, 2016 and 2015 and the Consolidated Balance Sheet data as of March 31, 2017, 2016 and 2015 have been derived from our audited Consolidated Financial Statements which are not included in this Annual Report on Form 10-K.

 

CONSOLIDATED STATEMENTS OF INCOME DATA

 

(In thousands, except for per share amounts)

 
   

Fiscal Year Ended March 31,

 
   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

Sales

  $ 283,419     $ 273,800     $ 249,176     $ 234,684     $ 229,395  

Cost of sales

    188,105       175,993       169,862       158,388       153,125  

Gross profit

    95,314       97,807       79,314       76,296       76,270  

Operating expenses

    49,140       45,671       41,831       43,908       48,657  

Net income

    37,740       37,283       23,819       20,567       17,453  

Net income per common share:

                                       

Basic

    1.84       1.83       1.18       1.02       0.87  

Diluted

    1.84       1.82       1.17       1.02       0.87  

Weighted average number of common shares outstanding:

                                       

Basic

    20,461       20,346       20,232       20,124       20,015  

Diluted

    20,491       20,433       20,378       20,254       20,136  

Cash dividends declared per common share

    1.06       0.85       0.76       0.72       0.68  

 

CONSOLIDATED BALANCE SHEET DATA

 

(In thousands)

 
   

March 31,

 
   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

Working capital

  $ 107,805     $ 87,126     $ 63,430     $ 60,543     $ 72,166  

Total assets

    154,427       134,836       112,809       90,279       82,852  

Total liabilities

    19,747       19,105       19,443       7,084       7,417  

Shareholders' equity

    134,680       115,731       93,366       83,195       75,435  

 

NON FINANCIAL DATA (UNAUDITED)

 

(In thousands)

 
   

March 31,

 
   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

New customers acquired

    467       521       514       489       529  

Total accumulated customers (1)

    10,577       10,110       9,589       9,075       8,586  

 

(1) includes both active and inactive customers

 

15

 

 

ITEM 7. 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 3,000 of the most popular pet medications, health products, and supplies for dogs and cats.

 

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 85% of all sales were generated via the Internet in fiscal 2019, compared to 84% in fiscal 2018. The Company’s sales consist of products sold mainly to retail consumers. The twelve-month average purchase was approximately $87 per order for both of the fiscal years ended March 31, 2019 and 2018.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and the results of our operations are based upon our Consolidated Financial Statements and the data used to prepare them. The Company’s 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. 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 this 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 uncollectibility of accounts receivable by analyzing historical bad debts and current economic trends. The allowance for doubtful accounts was approximately $39,000 at March 31, 2019 compared to $35,000 at March 31, 2018.

 

16

 

 

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 net realizable value using a weighted average cost method. The Company writes down its inventory for estimated obsolescence. The inventory reserve was approximately $54,000 and $58,000 at March 31, 2019 and 2018, respectively.

 

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 the recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of events that have been included in the 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 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 Consolidated Statements of Comprehensive Income:

 

   

Fiscal Year Ended March 31,

 
                         
   

2019

   

2018

   

2017

 
                         

Sales

    100.0

%

    100.0

%

    100.0

%

Cost of sales

    66.4       64.3       68.2  
                         

Gross profit

    33.6       35.7       31.8  
                         

Operating expenses:

                       

General and administrative

    8.7       8.9       9.2  

Advertising

    7.8       7.0       7.1  

Depreciation

    0.8       0.8       0.5  

Total operating expenses

    17.3       16.7       16.8  
                         

Income from operations

    16.3       19.0       15.0  
                         

Total other income

    1.0       0.6       0.2  
                         

Income before provision for income taxes

    17.3       19.6       15.2  
                         

Provision for income taxes

    4.0       6.0       5.7  
                         

Net income

    13.3

%

    13.6

%

    9.5

%

 

17

 

 

Fiscal 2019 Compared to Fiscal 2018

 

Sales

 

Sales increased by approximately $9.6 million, or 3.5%, to approximately $283.4 million for the fiscal year ended March 31, 2019, from approximately $273.8 million for the fiscal year ended March 31, 2018. The increase in sales for the fiscal year ended March 31, 2019 was primarily due to increased reorder sales, offset by decreased new order sales. The Company acquired approximately 467,000 new customers for the fiscal year ended March 31, 2019, compared to approximately 521,000 new customers for the same period the prior year. The following chart illustrates sales by various sales classifications:

 

Year Ended March 31,

 

Sales (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 

Reorder Sales

  $ 241,780       85.3 %   $ 227,513       83.1 %   $ 14,267       6.3 %

New Order Sales

  $ 41,639       14.7 %   $ 46,287       16.9 %   $ (4,648 )     -10.0 %
                                                 

Total Net Sales

  $ 283,419       100.0 %   $ 273,800       100.0 %   $ 9,619       3.5 %
                                                 

Internet Sales

  $ 240,034       84.7 %   $ 230,319       84.1 %   $ 9,715       4.2 %

Contact Center Sales

  $ 43,385       15.3 %   $ 43,481       15.9 %   $ (96 )     -0.2 %
                                                 

Total Net Sales

  $ 283,419       100.0 %   $ 273,800       100.0 %   $ 9,619       3.5 %

 

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 flea, tick, and heartworm 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. For the quarters ended June 30, September 30, December 31, and March 31 of fiscal 2018, the Company’s sales were approximately 29%, 24%, 22%, and 25%, respectively.

 

Cost of sales

 

Cost of sales increased by $12.1 million, or 6.9% to $188.1 million for the fiscal year ended March 31, 2019, from $176.0 million for the fiscal year ended March 31, 2018. As a percentage of sales, cost of sales was 66.4% in fiscal 2019, as compared to 64.3% in fiscal 2018. The cost of sales increase is due to increased sales and the percentage increase can be attributed to increases in discounts given to customers to stimulate sales in response to increased online competition, and an increase in product costs during the fiscal year.

 

Gross profit

 

Gross profit decreased by $2.5 million, or 2.6%, to $95.3 million for the fiscal year ended March 31, 2019, from $97.8 million for the fiscal year ended March 31, 2018. The decrease in gross profit in fiscal 2019 is directly related to increased discounts given to customers to stimulate sales. Gross profit as a percentage of sales for fiscal 2019 was 33.6% compared to 35.7% for fiscal 2018. The gross profit percentage decrease in fiscal 2019 can be mainly attributed to increases in discounts given to customers to stimulate sales in response to increased online competition, and an increase in product costs during the fiscal year. Going forward gross profit may be adversely affected due to increased competition and consumers giving more consideration to price.

 

General and administrative expenses

 

General and administrative expenses increased by $477,000, or 2.0%, to $24.8 million for the fiscal year ended March 31, 2019 from $24.3 million for the fiscal year ended March 31, 2018. The increase in general and administrative expenses for the fiscal year ended March 31, 2019 was primarily due to the following: a $291,000 increase in property expenses related to increased property taxes in fiscal 2019; a $257,000 increase in bank service fees due to increased sales; a $142,000 increase in professional fees which is related to increased legal and IT related expenses; and a $110,000 increase in travel and related expenses due to participating in a conference in fiscal 2019. Offsetting the increase was a $167,000 decrease in payroll expenses related to a decrease in stock compensation expense in fiscal 2019; a $79,000 decrease in insurance expense relating to reduced premiums; and a $78,000 net decrease to other expenses which include telephone, bad debt, and office expenses. General and administrative expenses as a percentage of sales were 8.7% for the fiscal year ended March 31, 2019, compared to 8.9% for the fiscal year ended March 31, 2018.

 

18

 

 

Advertising expenses

 

Advertising expenses increased by approximately $2.8 million to approximately $22.1 million for the fiscal year ended March 31, 2019, from approximately $19.3 million for the fiscal year ended March 31, 2018. The increase in advertising expenses for fiscal 2019 was intended to stimulate sales and promote brand awareness. The advertising costs of acquiring a new customer, defined as total advertising costs divided by new customers acquired, was $47 for the fiscal year ended March 31, 2019, compared to $37 for the fiscal year ended March 31, 2018.

 

Advertising cost of acquiring a new customer can be impacted by the advertising environment, the effectiveness of our advertising creative, increased 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 7.8% and 7.0% for the fiscal years ended March 31, 2019 and 2018, respectively. The increase in advertising expense as a percentage of total sales for the fiscal year ended March 31, 2018 can be mainly attributed to increased online and television advertising to stimulate sales and promote brand awareness. The Company currently anticipates advertising as a percentage of sales to be approximately 10% for fiscal 2020. However, the advertising percentage may fluctuate quarter to quarter due to seasonality and advertising availability.

 

Depreciation

 

Depreciation expense for the fiscal year ended March 31, 2019 increased by approximately $99,000, to approximately $2.2 million from approximately $2.1 million for the fiscal year ended March 31, 2018. This increase to depreciation expense for the fiscal year ended March 31, 2019 can be attributed to an increase in new property and equipment additions in fiscal 2019.

 

Other income

 

Other income increased by approximately $1.2 million, to approximately $2.9 million for the fiscal year ended March 31, 2019 from approximately $1.7 million for the fiscal year ended March 31, 2018. The increases to other income for the fiscal year ended March 31, 2018 are 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 $40.2 million remaining at March 31, 2019, on any quarterly dividend payment, or on its operating activities.

 

Provision for income taxes

 

For the fiscal years ended March 31, 2019 and 2018, the Company recorded an income tax provision for approximately $11.4 million and $16.5 million, respectively. The decrease to the income tax provision for fiscal 2019 is related to a decrease in operating income offset by the income tax rate reduction pursuant to the Tax Cuts and Jobs Act of 2017 (“2017 Act”). The effective tax rate for the fiscal years ended March 31, 2019 and 2018 were 23.2% and 30.7%, respectively. The decrease to the effective rate for the fiscal year ended March 31, 2019 is due to a reduction in the Company’s corporate tax rate pursuant to the 2017 Act. The Company estimates its effective tax rate will be approximately 24.0% for fiscal 2020.

 

Net income

 

Net income increased by approximately $457,000, or 1.2%, to approximately $37.7 million for the fiscal year ended March 31, 2019 from approximately $37.3 million for the fiscal year ended March 31, 2018. The increase was primarily due to a decrease in the tax provision due to a reduction in the effective tax rate, which was offset by a decrease to gross profit due to increases in discounts given to customers to stimulate sales in response to increased online competition and increased advertising.

 

19

 

 

Fiscal 2018 Compared to Fiscal 2017

 

Sales

 

Sales increased by approximately $24.6 million, or 9.9%, to approximately $273.8 million for the fiscal year ended March 31, 2018, from approximately $249.2 million for the fiscal year ended March 31, 2017. The increase in sales for the fiscal year ended March 31, 2018 was primarily due to increased new order and reorder sales. The Company acquired approximately 521,000 new customers for the fiscal year ended March 31, 2018, compared to approximately 514,000 new customers for the same period the prior year.

 

The following chart illustrates sales by various sales classifications:

 

Year Ended March 31,

 

Sales (In thousands)

 

2018

   

%

   

2017

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 227,513       83.1 %   $ 206,299       82.8 %   $ 21,214       10.3 %

New Order Sales

  $ 46,287       16.9 %   $ 42,877       17.2 %   $ 3,410       8.0 %
                                                 

Total Net Sales

  $ 273,800       100.0 %   $ 249,176       100.0 %   $ 24,624       9.9 %
                                                 

Internet Sales

  $ 230,319       84.1 %   $ 205,643       82.5 %   $ 24,676       12.0 %

Contact Center Sales

  $ 43,481       15.9 %   $ 43,533       17.5 %   $ (52 )     -0.1 %
                                                 

Total Net Sales

  $ 273,800       100.0 %   $ 249,176       100.0 %   $ 24,624       9.9 %

 

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 continue to grow in the future. The majority of our product sales are affected by the seasons, due to the seasonality of mainly flea, tick, and heartworm medications. For the quarters ended June 30, September 30, December 31, and March 31 of fiscal 2018, the Company’s sales were approximately 29%, 24%, 22%, and 25%, respectively. For the quarters ended June 30, September 30, December 31, and March 31 of fiscal 2017, the Company’s sales were approximately 29%, 25%, 21%, and 25%, respectively.

 

Cost of sales

 

Cost of sales increased by $6.1 million, or 3.6% to $176.0 million for the fiscal year ended March 31, 2018, from $169.9 million for the fiscal year ended March 31, 2017. The increase in cost of sales in fiscal 2018 is directly related to the increase in sales during the fiscal year. As a percentage of sales, cost of sales was 64.3% in fiscal 2018, as compared to 68.2% in fiscal 2017. The cost of sales percentage decrease can be mainly attributed to a product mix shift to higher margin items, offset by additional discounts given to customers to increase sales during the fiscal year.

 

Gross profit

 

Gross profit increased by $18.5 million, or 23%, to $97.8 million for the fiscal year ended March 31, 2018, from $79.3 million for the fiscal year ended March 31, 2017. The increase in gross profit in fiscal 2018 is directly related to the increase in sales during the fiscal year. Gross profit as a percentage of sales for fiscal 2018 was 35.7% compared to 31.8% for fiscal 2017. The gross profit percentage increase in fiscal 2018 can be mainly attributed to a product mix shift to higher margin items, offset by additional discounts given to customers to increase sales during the fiscal year.

 

General and administrative expenses

 

General and administrative expenses increased by $1.5 million, or 6.5%, to $24.3 million for the fiscal year ended March 31, 2018 from $22.8 million for the fiscal year ended March 31, 2017. The increase in general and administrative expenses for the fiscal year ended March 31, 2018 was primarily due to the following: a $1.8 million increase in payroll expenses related to increased stock compensation expense; a $554,000 increase in bank service fees due to increased sales; and a $179,000 increase in professional fees. Offsetting the increase was a $620,000 decrease to property expense; a $310,000 decrease to bad debt expenses relating to decreased credit card chargebacks; and a $66,000 net decrease to other expenses which include telephone, insurance, licenses, and office expenses. General and administrative expenses as a percentage of sales were 8.9% for the fiscal year ended March 31, 2018, compared to 9.2% for the fiscal year ended March 31, 2017.

 

20

 

 

Advertising expenses

 

Advertising expenses increased by approximately $1.6 million to approximately $19.3 million for the fiscal year ended March 31, 2018, from approximately $17.7 million for the fiscal year ended March 31, 2017. The increase in advertising expenses for fiscal 2018 was intended to stimulate sales and acquire new customers. The advertising costs of acquiring a new customer, defined as total advertising costs divided by new customers acquired, was $37 for the fiscal year ended March 31, 2018, compared to $34 for the fiscal year ended March 31, 2017.

 

Advertising cost of acquiring a new customer can be impacted by the advertising environment, the effectiveness of our advertising creative, increased 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 7.0% and 7.1% for the fiscal years ended March 31, 2018 and 2017, respectively. The decrease in advertising expense as a percentage of total sales for the fiscal year ended March 31, 2018 can be mainly attributed to increased sales. The Company currently anticipates advertising as a percentage of sales to be between approximately 7% and 8% for fiscal 2019. However, the advertising percentage may fluctuate quarter to quarter due to seasonality and advertising availability.

 

Depreciation

 

Depreciation increased by approximately $757,000, to approximately $2.1 million for the fiscal year ended March 31, 2018, from approximately $1.4 million for the fiscal year ended March 31, 2017. This increase to depreciation expense for the fiscal year ended March 31, 2018 can be attributed to an increase in new property and equipment additions related to the Company’s new corporate headquarters and distribution facility which were placed into service in fiscal 2017.

 

Other income

 

Other income increased by approximately $1.2 million, to approximately $1.7 million for the fiscal year ended March 31, 2018 from approximately $441,000 for the fiscal year ended March 31, 2017. The increases to other income for the fiscal year ended March 31, 2018 are related to increased rental and advertising revenue, and increased interest income. Interest income may decrease in the future as the Company utilizes its cash balances on its share repurchase plan, with approximately $10.2 million remaining at March 31, 2018, on any quarterly dividend payment, or on its operating activities.

 

Provision for income taxes

 

For the fiscal years ended March 31, 2018 and 2017, the Company recorded an income tax provision for approximately $16.5 million and $14.10 million, respectively. The increase to the income tax provision for fiscal 2018 is related to an increase in operating income offset by the income tax rate reduction pursuant to the Tax Cuts and Jobs Act of 2017 (“2017 Act”). The effective tax rate for the fiscal years ended March 31, 2018 and 2017 were 30.7% and 37.2%, respectively. The decrease to the effective rate for the fiscal year ended March 31, 2018 is due to a reduction in the Company’s corporate tax rate pursuant to the 2017 Act. In accordance with SEC Staff Bulletin No. 118, fiscal year end companies were required to determine the appropriate blended rate to apply based on their respective fiscal year end dates. Therefore, instead of applying a 35.0% federal tax rate for the fiscal year ended March 31, 2018, the Company applied a blended federal rate of 31.5%. This blended rate was applied to fiscal 2018, resulting in a tax benefit of approximately $1.9 million. The Company also recognized a stock compensation windfall benefit of $1.1 million, a one-time benefit of $430,000 based on the remeasurement reduction of our deferred tax liabilities due to the federal tax rate reduction, and recognized a one-time net benefit of $150,000 related to a return to provision true up of the fiscal 2017 income tax provision. The Company estimates its effective tax rate will be approximately 24.0% for fiscal 2019.

 

21

 

 

Net income

 

Net income increased by approximately $13.5 million, or 57%, to approximately $37.3 million for the fiscal year ended March 31, 2018 from approximately $23.8 million for the fiscal year ended March 31, 2017. The increase was primarily due to an increase to gross profit due to increased sales and a product mix shift to higher margin items during fiscal 2018. The increase was also attributed to a reduction to the Company’s income tax provision due to the 2017 Act.

 

Liquidity and Capital Resources

 

The Company’s working capital at March 31, 2019 and 2018 was approximately $107.8 million and approximately $87.1 million, respectively. The $20.7 million increase in working capital was primarily attributable to cash flow generated from operations, offset by dividends paid out in the fiscal year. Net cash provided by operating activities was $45.1 million and $37.4 million for the fiscal years ended March 31, 2019 and 2018, respectively. This change can be mainly attributed to a decrease in the Company’s inventory balance at March 31, 2019, as compared to an increase in the Company’s inventory balances at March 31, 2018. Net cash used in investing activities was $620,000 and $703,000 million for the fiscal years ended March 31, 2019 and 2018, respectively. This change in investing activities is related to decreased property and equipment additions acquired in fiscal 2019. Net cash used in financing activities was $21.9 million and $17.5 million for the fiscal years ended March 31, 2019 and 2018, respectively. This change represented an increase in the dividends paid during fiscal 2019. At March 31, 2019 the Company had approximately $40.2 million remaining under the Company’s share repurchase plan, and no shares were repurchased in fiscal 2019. Subsequent to March 31, 2019, the Company repurchased approximately 450,000 of its own shares for approximately $8.6 million, averaging approximately $19.08 per share.

 

Subsequent to March 31, 2019, the Company’s Board of Directors declared a quarterly dividend of $0.27 per share on May 6, 2019. The Board established a May 17, 2019 record date and a May 24, 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 quarterly dividends, or on its operating activities.

 

At March 31, 2019 the Company had no outstanding lease commitments. 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 future 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 $5.0 million forecasted for capital expenditures in fiscal 2020, 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 March 31, 2019.

 

Contractual Obligations and Commitments (In thousands)

 

The table and information below presents the Company’s significant obligations and commitments at March 31, 2019:

 

   

Total

   

Less than

1 year

   

1-2 years

   

3-5 Years

   

More than

5 years

 
                                         

Executive employment contract

  $ 72     $ 72     $ -     $ -     $ -  
                                         

Total obligations

  $ 72     $ 72     $ -     $ -     $ -  

 

Recent Accounting Pronouncements

 

Other than disclosures included in note 1 of the Consolidated Financial Statements, the Company does not believe that any 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.

 

22

 

 

ITEM 7A. 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 cash equivalents. At March 31, 2019, we had $100.5 million in cash and cash equivalents, primarily money market accounts. A majority of our cash and cash equivalents generates 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 and cash equivalents are subject to market risk, primarily interest rate and credit risk. Our 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 both short and long term maturities. We do not hold any derivative financial instruments that could expose us to significant market risk. At March 31, 2019, we had no debt obligations.

 

23

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
   

Report of Independent Registered Public Accounting Firm

25

   

Consolidated Balance Sheets as of March 31, 2019 and 2018

26

   

Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, 2019

27
   

Consolidated Statements of Changes in Shareholders’ Equity for each of the three years in the period ended March 31, 2019

28
   

Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2019

29

   

Notes to Consolidated Financial Statements

30

   

Report of Management on Internal Control Over Financial Reporting

42

   

Report of Independent Registered Public Accounting Firm

43

 

24

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and the Board of Directors of

PetMed Express, Inc. and subsidiaries

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PetMed Express, Inc. and its subsidiaries (the Company) as of March 31, 2019 and 2018, the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 28, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ RSM US LLP

 

We have served as the Company’s auditor since 2007.

 

West Palm Beach, Florida

May 28, 2019

 

25

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except for per share amounts)

 

   

March 31,

   

March 31,

 
   

2019

   

2018

 

ASSETS

               
                 

Current assets:

               

Cash and cash equivalents

  $ 100,529     $ 77,936  

Accounts receivable, less allowance for doubtful accounts of $39 and $35, respectively

    2,542       2,292  

Inventories - finished goods

    21,370       23,337  

Prepaid expenses and other current assets

    1,408       882  

Prepaid income taxes

    582       788  
                 

Total current assets

    126,431       105,235  
                 

Noncurrent assets:

               

Property and equipment, net

    27,136       28,741  

Intangible assets

    860       860  
                 

Total noncurrent assets

    27,996       29,601  
                 

Total assets

  $ 154,427     $ 134,836  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               
                 

Current liabilities:

               

Accounts payable

  $ 16,275     $ 15,274  

Accrued expenses and other current liabilities

    2,351       2,835  
                 

Total current liabilities

    18,626       18,109  
                 

Deferred tax liabilities

    1,121       996  
                 

Total liabilities

    19,747       19,105  
                 

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; 20,674 and 20,601 shares issued and outstanding, respectively

    21       21  

Additional paid-in capital

    12,478       9,381  

Retained earnings

    122,172       106,320  
                 

Total shareholders' equity

    134,680       115,731  
                 

Total liabilities and shareholders' equity

  $ 154,427     $ 134,836  

 

See accompanying notes to consolidated financial statements.

 

26

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 (In thousands, except for per share amounts)

 

   

Year Ended March 31,

 
   

2019

   

2018

   

2017

 
                         

Sales

  $ 283,419     $ 273,800     $ 249,176  

Cost of sales

    188,105       175,993       169,862  
                         

Gross profit

    95,314       97,807       79,314  
                         

Operating expenses:

                       

General and administrative

    24,767       24,290       22,799  

Advertising

    22,148       19,255       17,663  

Depreciation

    2,225       2,126       1,369  

Total operating expenses

    49,140       45,671       41,831  
                         

Income from operations

    46,174       52,136       37,483  
                         

Other income (expense):

                       

Interest income, net

    1,864       658       141  

Other, net

    1,083       995       300  

Total other income

    2,947       1,653       441  
                         

Income before provision for income taxes

    49,121       53,789       37,924  
                         

Provision for income taxes

    11,381       16,506       14,105  
                         

Net income

  $ 37,740     $ 37,283     $ 23,819  
                         

Comprehensive income

  $ 37,740     $ 37,283     $ 23,819  
                         

Net income per common share:

                       

Basic

  $ 1.84     $ 1.83     $ 1.18  

Diluted

  $ 1.84     $ 1.82     $ 1.17  
                         

Weighted average number of common shares outstanding:

                       

Basic

    20,461       20,346       20,232  

Diluted

    20,491       20,433       20,378  
                         

Cash dividends declared per common share

  $ 1.06     $ 0.85     $ 0.76  

 

See accompanying notes to consolidated financial statements.

 

27

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Fiscal years ended March 31, 2017, March 31, 2018, and March 31, 2019

(In thousands)

 

   

Convertible

   

Common

   

Additional

           

Other

         
   

Preferred Stock

   

Stock

   

Paid-In

   

Retained

   

Comprehensive

         
   

Shares

   

Amounts

   

Shares

   

Amounts

   

Capital

   

Earnings

   

Gain

   

Total

 
                                                                 

Balance, March 31, 2016

    3     $ 9       20,447     $ 20     $ 4,871     $ 78,295     $ -     $ 83,195  
                                                                 

Issuance of restricted stock, net

    -       -       79       1       -       -       -       1  
                                                                 

Share based compensation

    -       -       -       -       1,935       -       -       1,935  
                                                                 

Dividends declared

    -       -       -       -       -       (15,584 )     -       (15,584 )
                                                                 

Net income

    -       -       -       -       -       23,819       23,819       23,819  
                                                                 

Balance, March 31, 2017

    3       9       20,526       21       6,806       86,530       -       93,366  
                                                                 

Issuance of restricted stock, net

    -       -       75       -       -       -       -       -  
                                                                 

Share based compensation

    -       -       -       -       2,575       -       -       2,575  
                                                                 

Dividends declared

    -       -       -       -       -       (17,493 )     -       (17,493 )
                                                                 

Net income

    -       -       -       -       -       37,283       37,283       37,283  
                                                                 

Balance, March 31, 2018

    3       9       20,601       21       9,381       106,320       -       115,731  
                                                                 

Issuance of restricted stock, net

    -       -       73       -       -       -       -       -  
                                                                 

Share based compensation

    -       -       -       -       3,097       -       -       3,097  
                                                                 

Dividends declared

    -       -       -       -       -       (21,888 )     -       (21,888 )
                                                                 

Net income

    -       -       -       -       -       37,740       37,740       37,740  
                                                                 

Balance, March 31, 2019

    3     $ 9       20,674     $ 21     $ 12,478     $ 122,172     $ -     $ 134,680  

 

See accompanying notes to consolidated financial statements.

 

28

 

 

 

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Year Ended

 
   

March 31,

 
   

2019

   

2018

   

2017

 

Cash flows from operating activities:

                       

Net income

  $ 37,740     $ 37,283     $ 23,819  

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

                       

Depreciation

    2,225       2,126       1,369  

Share based compensation

    3,097       2,575       1,935  

Deferred income taxes

    125       (92 )     1,951  

Bad debt expense

    85       112       421  

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

                       

Accounts receivable

    (335 )     (596 )     (505 )

Inventories - finished goods

    1,967       (3,109 )     5,358  

Prepaid income taxes

    206       (788 )     243  

Prepaid expenses and other current assets

    (526 )     137       1,416  

Accounts payable

    1,001       53       10,217  

Accrued expenses and other current liabilities

    (447 )     337       321  

Income taxes payable

    -       (659 )     659  

Net cash provided by operating activities

    45,138       37,379       47,204  
                         

Cash flows from investing activities:

                       

Purchases of property and equipment

    (620 )     (703 )     (10,604 )

Net cash used in investing activities

    (620 )     (703 )     (10,604 )
                         

Cash flows from financing activities:

                       

Dividends paid

    (21,925 )     (17,470 )     (15,509 )

Net cash used in financing activities

    (21,925 )     (17,470 )     (15,509 )
                         

Net increase in cash and cash equivalents

    22,593       19,206       21,091  
                         

Cash and cash equivalents, at beginning of year

    77,936       58,730       37,639  
                         

Cash and cash equivalents, at end of year

  $ 100,529     $ 77,936     $ 58,730  
                         

Supplemental disclosure of cash flow information:

                       
                         

Cash paid for income taxes

  $ 11,051     $ 18,046     $ 11,373  
                         

Dividends payable in accrued expenses

  $ 203     $ 240     $ 217  

 

See accompanying notes to consolidated financial statements.

 

29

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

(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 and cats, direct to the consumer. 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 all of the Company's sales are to residents in the United States. The Company’s corporate headquarters and distribution facility are located in Delray Beach, Florida. The Company's fiscal year end is March 31, and references herein to fiscal 2019, 2018, or 2017 refer to the Company's fiscal years ended March 31, 2019, 2018, and 2017, respectively.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

 

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 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 this 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 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:

 

Year Ended March 31,

 

Sales (In thousands)

 

2019

   

%

   

2018

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 241,780       85.3 %   $ 227,513       83.1 %   $ 14,267       6.3 %

New Order Sales

  $ 41,639       14.7 %   $ 46,287       16.9 %   $ (4,648 )     -10.0 %
                                                 

Total Net Sales

  $ 283,419       100.0 %   $ 273,800       100.0 %   $ 9,619       3.5 %
                                                 

Internet Sales

  $ 240,034       84.7 %   $ 230,319       84.1 %   $ 9,715       4.2 %

Contact Center Sales

  $ 43,385       15.3 %   $ 43,481       15.9 %   $ (96 )     -0.2 %
                                                 

Total Net Sales

  $ 283,419       100.0 %   $ 273,800       100.0 %   $ 9,619       3.5 %

 

30

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1)

Summary of Significant Accounting Policies (Continued)

 

Year Ended March 31,

 

Sales (In thousands)

 

2018

   

%

   

2017

   

%

   

$ Variance

   

% Variance

 
                                                 

Reorder Sales

  $ 227,513       83.1 %   $ 206,299       82.8 %   $ 21,214       10.3 %

New Order Sales

  $ 46,287       16.9 %   $ 42,877       17.2 %   $ 3,410       8.0 %
                                                 

Total Net Sales

  $ 273,800       100.0 %   $ 249,176       100.0 %   $ 24,624       9.9 %
                                                 

Internet Sales

  $ 230,319       84.1 %   $ 205,643       82.5 %   $ 24,676       12.0 %

Contact Center Sales

  $ 43,481       15.9 %   $ 43,533       17.5 %   $ (52 )     -0.1 %
                                                 

Total Net Sales

  $ 273,800       100.0 %   $ 249,176       100.0 %   $ 24,624       9.9 %

 

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 had no material contract asset or liability balances as of March 31, 2019 and 2018.

 

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 uncollectibility of accounts receivable by analyzing historical bad debts and current economic trends. The allowance for doubtful accounts was approximately $39,000 at March 31, 2019 compared to $35,000 at March 31, 2018.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at March 31, 2019 and 2018 consisted of the Company’s cash accounts and money market accounts with a maturity of three months or less. The carrying amount of cash equivalents approximates fair value. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

 

Use of Estimates

 

The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Inventories

 

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 net realizable value using a weighted average cost method. The Company writes down its inventory for estimated obsolescence. The inventory reserve was approximately $54,000 and $58,000 at March 31, 2019 and 2018, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Our building is being depreciated over a period of thirty years. The furniture, fixtures, equipment, and computer software are being depreciated over periods ranging from three to ten years.

 

31

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1)

Summary of Significant Accounting Policies (Continued)

 

Long-lived Assets

 

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of the asset to the undiscounted cash flows expected to be generated from the asset.

 

Intangible Assets

 

The intangible assets consist of a toll-free telephone number and an internet domain name. In accordance with the ASC Topic 350 (“Goodwill and Other Intangible Assets”) the intangible assets are not being amortized, and are subject to an annual review for impairment.

 

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.

 

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 catalogs, brochures, and postcards are produced, distributed, or superseded. Television advertising costs are expensed as the advertisements are televised.

 

Comprehensive Income

 

The Company applies ASC Topic 220 (“Reporting Comprehensive Income”) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the fiscal years ended March 31, 2019, 2018 and 2017 the Company had no unrealized gains or losses.

 

Income Taxes

 

The Company accounts for income taxes under the provisions of ASC Topic 740 (“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 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. As required by “Accounting for Uncertainty in Income Taxes” guidance, which clarifies ASC Topic 740, 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 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.

 

The Company applies “Accounting for Uncertainty in Income Taxes” guidance to all tax positions for which the statute of limitations remains open. The Company files tax returns in the U.S. federal jurisdiction and Florida and Virginia.  With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years ending March 31, 2013, or earlier. Any interest and penalties related to income taxes will be recorded to other income (expenses).

 

32

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1)

Summary of Significant Accounting Policies (Continued)

 

Business Concentrations

 

The Company purchases its products from a variety of sources, including certain manufacturers, domestic distributors, and wholesalers. We have multiple suppliers for each of our products to obtain the lowest cost. There were four suppliers from whom we purchased approximately 50% of all products in both fiscal 2019 and fiscal 2018.

 

Accounting for Share Based Compensation

 

The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payment”). The compensation expense related to all of the Company’s stock-based compensation arrangements is recorded as a component of general and administrative expenses.

 

Recent Accounting Pronouncements

 

In February 2016, the 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 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. The Company has very few lease arrangements. We do not expect the standard to have a material impact on our 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.

 

 

(2)

Property and Equipment

 

Major classifications of property and equipment consist of the following (in thousands):

 

   

March 31,

 
   

2019

   

2018

 
                 

Building

  $ 14,997     $ 14,997  

Land

    3,700       3,700  

Building Improvements

    2,817       2,807  

Computer Software

    5,891       5,504  

Furniture, fixtures and equipment

    8,128       7,906  
      35,533       34,914  

Less: accumulated depreciation

    (8,397 )     (6,173 )
                 

Property and equipment, net

  $ 27,136     $ 28,741  

 

 

(3)

Valuation and Qualifying Accounts

 

Activity in the Company's valuation and qualifying accounts consists of the following (in thousands):

 

   

Year Ended March 31,

 
   

2019

   

2018

   

2017

 
                         

Allowance for doubtful accounts:

                       

Balance at beginning of period

  $ 35     $ 27     $ 13  

Provision for doubtful accounts

    85       112       421  

Write-off of uncollectible accounts receivable

    (81 )     (104 )     (407 )
                         

Balance at end of year

  $ 39     $ 35     $ 27  

 

33

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

(4)

Accrued Expenses and Other Current Liabilities

 

Major classifications of accrued expenses and other current liabilities consist of the following (in thousands):

 

   

March 31,

 
   

2019

   

2018

 
                 

Accrued sales tax

  $ 323     $ 449  

Accrued credit card fees

    404       381  

Accrued salaries and benefits

    685       966  

Accrued professional expenses

    281       320  

Accrued sales return allowance

    184       191  

Accrued dividends payable

    203       240  

Accrued real estate taxes

    87       87  

Other accrued liabilities

    184       201  
                 

Accrued expenses and other current liabilities

  $ 2,351     $ 2,835  

 

 

(5)

Income Taxes

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows (in thousands):

 

   

March 31,

 
   

2019

   

2018

 

Deferred tax assets:

               

Accrued expenses

  $ 298     $ 346  

Deferred stock compensation

    412       353  

Bad debt and inventory reserves

    22       22  
                 

Total deferred tax assets

    732       721  
                 

Deferred tax liabilities:

               

Property and equipment

    1,853       1,717  
                 

Total net deferred taxes

  $ (1,121 )   $ (996 )

 

At March 31, 2019, the Company had no federal net operating loss carryforwards.

 

The components of the income tax provision consist of the following (in thousands):

 

   

Year Ended March 31,

 
   

2019

   

2018

   

2017

 
                         

Current taxes

                       

Federal

  $ 9,718     $ 15,012     $ 11,095  

State

    1,538       1,586       1,059  

Total current taxes

    11,256       16,598       12,154  
                         

Deferred taxes

                       

Federal

    108       (83 )     1,781  

State

    17       (9 )     170  

Total deferred taxes

    125       (92 )     1,951  
                         

Total provision for income taxes

  $ 11,381     $ 16,506     $ 14,105  

 

34

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(5)

Income Taxes (Continued)

 

The reconciliation of income tax provision computed at the U.S. federal statutory tax rates to income tax expense is as follows (in thousands):

 

   

Year Ended March 31,

 
   

2019

   

2018

   

2017

 
                         

Income taxes at U.S. statutory rates

  $ 10,315     $ 16,943     $ 13,274  

State income taxes, net of federal tax benefit

    1,233       1,078       858  

Restricted stock windfall adjustment

    (176 )     (1,086 )     -  

Reduction of deferred tax liability due to rate reduction

    -       (430 )     -  

Other

    9       1       (27 )
                         

Total provision for income taxes

  $