Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2023 | Apr. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-28827 | |
Entity Registrant Name | PETMED EXPRESS, INC. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 65-0680967 | |
Entity Address, Address Line One | 420 South Congress Avenue | |
Entity Address, City or Town | Delray Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33445 | |
City Area Code | 561 | |
Local Phone Number | 526-4444 | |
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | PETS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,148,692 | |
Entity Central Index Key | 0001040130 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | true | |
Amendment Description | Restating Financials |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Current assets: | |||
Cash and cash equivalents | $ 53,471 | $ 104,086 | |
Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively | 2,174 | 1,740 | |
Inventories - finished goods | 18,902 | 19,023 | |
Prepaid expenses and other current assets | 9,656 | 4,719 | |
Prepaid income taxes | 437 | 863 | |
Total current assets | 84,640 | 130,431 | |
Noncurrent assets: | |||
Property and equipment, net | 26,968 | 26,178 | |
Intangible and other assets, net | 17,181 | 5,860 | |
Goodwill | 26,657 | 0 | |
Operating lease right-of-use assets, net | 1,826 | 0 | |
Deferred tax assets, net | 5,426 | 5,009 | |
Total noncurrent assets | 78,058 | 37,047 | |
Total assets | 162,698 | 167,478 | |
Current liabilities: | |||
Accounts payable | 25,379 | 25,208 | |
Sales tax payable | 24,835 | 26,113 | |
Accrued expenses and other current liabilities | 6,695 | 6,191 | |
Current lease liabilities | 757 | 0 | |
Deferred revenue | 3,573 | $ 3,200 | 0 |
Total current liabilities | 61,239 | 57,512 | |
Long-term lease liabilities | 1,080 | 0 | |
Total liabilities | 62,319 | 57,512 | |
Commitments and contingencies (Note 9) | 0 | 0 | |
Shareholders' equity: | |||
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share | 9 | 9 | |
Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively | 21 | 21 | |
Additional paid-in capital | 21,765 | 18,277 | |
Retained earnings | 78,584 | 91,659 | |
Total shareholders' equity | 100,379 | 109,966 | |
Total liabilities and shareholders' equity | $ 162,698 | $ 167,478 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 44 | $ 35 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 2,500 | 2,500 |
Preferred stock, shares outstanding (in shares) | 2,500 | 2,500 |
Preferred stock, liquidation preference (in dollars per share) | $ 4 | $ 4 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 21,147,006 | 21,084,302 |
Common stock, shares outstanding (in shares) | 21,147,006 | 21,084,302 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 70,999 | $ 65,260 | $ 149,243 | $ 135,302 |
Cost of sales | 50,937 | 46,943 | 106,655 | 97,187 |
Gross profit | 20,062 | 18,317 | 42,588 | 38,115 |
Operating expenses: | ||||
General and administrative | 11,962 | 9,859 | 27,673 | 19,244 |
Advertising | 5,512 | 3,879 | 12,777 | 10,228 |
Depreciation and amortization | 1,713 | 858 | 3,391 | 1,611 |
Total operating expenses | 19,187 | 14,596 | 43,841 | 31,083 |
Income (loss) from operations | 875 | 3,721 | (1,253) | 7,032 |
Other income (expense): | ||||
Interest income (expense), net | 151 | (14) | 345 | (288) |
Other, net | 254 | 261 | 760 | 459 |
Total other income | 405 | 247 | 1,105 | 171 |
Income (loss) before provision for income taxes | 1,280 | 3,968 | (148) | 7,203 |
Provision for income taxes | 565 | 1,087 | 273 | 1,635 |
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.14 | $ (0.02) | $ 0.28 |
Diluted (in dollars per share) | $ 0.03 | $ 0.14 | $ (0.02) | $ 0.27 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Diluted (in shares) | 20,780,455 | 20,343,980 | 20,357,752 | 20,317,522 |
Cash dividends declared per common share (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (421) | $ 5,568 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,391 | 1,611 |
Share based compensation | 3,489 | 3,217 |
Deferred income taxes | (146) | (815) |
Bad debt expense | 36 | 66 |
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||
Accounts receivable | (345) | 257 |
Inventories - finished goods | 3,237 | (1,567) |
Prepaid income taxes | 426 | 86 |
Prepaid expenses and other current assets | (3,516) | (597) |
Operating lease right-of-use assets, net | 394 | 0 |
Accounts payable | (5,542) | (3,520) |
Sales tax payable | (1,278) | 1,894 |
Accrued expenses and other current liabilities | (136) | (1,092) |
Lease liabilities | (383) | 0 |
Deferred memberships fees received | 579 | 0 |
Net cash (used in) provided by operating activities | (215) | 5,108 |
Cash flows from investing activities: | ||
Purchase of minority interest investment in Vetster | 0 | (5,000) |
Acquisition of PetCareRx, net of cash acquired | (35,859) | 0 |
Purchases of property and equipment | (2,137) | (2,336) |
Net cash used in investing activities | (37,996) | (7,336) |
Cash flows from financing activities: | ||
Dividends paid | (12,404) | (12,306) |
Net cash used in financing activities | (12,404) | (12,306) |
Net decrease in cash and cash equivalents | (50,615) | (14,534) |
Cash and cash equivalents, at beginning of period | 104,086 | 111,080 |
Cash and cash equivalents, at end of period | 53,471 | 96,546 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 2,560 |
Dividends payable in accrued expenses | $ 1,513 | $ 856 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The unaudited quarterly financial statements for the quarters ended June 30, 2023 and 2022 and September 30, 2023 and 2022 (collectively, the "Affected Periods") have been restated to account for material misstatements related to the collection of sales taxes on sales of products and services to customers as further described below (collectively, the "Misstatements") and the accounting treatment related to the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023. The Company also restated all amounts impacted within the notes to the financial statements in this Amendment. A description of the adjustments and their impacts on the previously issued financial statements are included below. Description of restatement adjustments In the third quarter of fiscal year 2024, the Company, reviewed the accounting treatment related to its previously reported sales tax accruals as well as the accounting treatment related to the valuation of the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023. As a result of this review, management determined that the Company incorrectly applied GAAP as it relates to the sales tax liability included in our consolidated financial statements for each of the Affected Periods, and that it improperly valued the deferred tax asset and goodwill reported in the first and second quarters of fiscal year 2024. The restated sales tax accrual amounts assume that (i) customers who have not yet provided certificates or other documentation of exemption from sales tax are taxable, (ii) total potential interest and penalty assessments may be imposed, and (iii) the Company will not receive waivers of interest and penalties or other benefits under agreements it may obtain with jurisdictions from its outreach with voluntary disclosures. The Company expects to make adjustments to the sales tax liability in future periods as and if it obtains any waivers of interest and penalties or other benefits from its voluntary disclosures and as and if it obtains additional documentation from customers supporting exemption from sales tax. In addition, the Company has corrected its deferred tax asset recognized in connection with its acquisition of PetCareRx on April 3, 2023 (the “Acquisition”). In the accounting for the Acquisition, it was determined that the Company incorrectly valued deferred tax assets associated with loss carryforwards of PetCareRx under section 382 of the Internal Revenue Code. As a result of this error, the amount of the deferred tax assets disclosed in the Original Report was overstated by $4.2 million and the amount of the goodwill was understated by $4.2 million. A summary of the impact of the adjustments described above relating to the Misstatements for the three and six months ending September 30, 2023 and 2022 is as follows: Six Months Ended September 30, 2023 September 30, 2022 (in thousands) As previously reported As restated As previously reported As restated Sales $ 149,243 $ 149,243 $ 135,581 $ 135,302 Gross profit $ 42,588 $ 42,588 $ 38,394 $ 38,115 (Loss) income from operations $ (2,569) $ (1,253) $ 6,451 $ 7,032 Net income (loss) $ (957) $ (421) $ 5,354 $ 5,568 Three Months Ended September 30, 2023 September 30, 2022 (in thousands) As previously reported As restated As previously reported As restated Sales $ 70,999 $ 70,999 $ 65,394 $ 65,260 Gross profit $ 20,062 $ 20,062 $ 18,451 $ 18,317 (Loss) income from operations $ (441) $ 875 $ 2,961 $ 3,721 Net income (loss) $ (70) $ 715 $ 2,579 $ 2,881 Six Months Ended September 30, 2023 September 30, 2022 As previously reported As restated As previously reported As restated Net income (loss) (numerator): Net income (loss) $ (957) $ (421) $ 5,354 $ 5,568 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,357,752 20,357,752 20,234,904 20,234,904 Common shares issuable upon vesting of restricted stock — — 72,493 72,493 Common shares issuable upon conversion of preferred shares — — 10,125 10,125 Shares used in diluted computation 20,357,752 20,357,752 20,317,522 20,317,522 Net income (loss) per common share: Basic $ (0.05) $ (0.02) $ 0.26 $ 0.28 Diluted $ (0.05) $ (0.02) $ 0.26 $ 0.27 Three Months Ended September 30, 2023 September 30, 2022 As previously reported As restated As previously reported As restated Net income (loss) (numerator): Net income (loss) $ (70) $ 715 $ 2,579 $ 2,881 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,382,979 20,382,979 20,261,114 20,261,114 Common shares issuable upon vesting of restricted stock — 387,351 d 72,741 72,741 Common shares issuable upon conversion of preferred shares — 10,125 d 10,125 10,125 Shares used in diluted computation 20,382,979 20,780,455 20,343,980 20,343,980 Net income (loss) per common share: Basic $ — $ 0.04 $ 0.13 $ 0.14 Diluted $ — $ 0.03 $ 0.13 $ 0.14 The restated unaudited interim financial information for the relevant unaudited interim financial statements for the three months and six months ended September 30, 2023 and 2022 is also included below and identified in the Restatement Reconciliation Tables in the column entitled "Reference". The categories of restatement adjustments and their impacts on previously reported financial statements are described below: a. Sales Tax – Sales tax on sales of services to customers who were subject to sales tax, inclusive of the total potential penalties and interest, that was not previously accrued by the Company is corrected by an increase to sales tax liabilities on the consolidated balance sheets. The effect of the adjustments on the consolidated statements of operations were recorded as a reduction to sales for the amount of tax, an increase to general and administrative expenses for accrued penalties and interest is included in other interest(expense) on the consolidated statements of operations. b. Tax provision / accrual – Tax provisions, deferred tax assets and liabilities were adjusted based on restated net income and restated deferred assets valuation in connection with the acquisition of PetCareRx. c. Deferred tax asset adjustment - Deferred tax asset recognized in connection with the acquisition of PetCareRx on April 3, 2023. d. Diluted shares adjustment - Restated dilution is due to adjustments stemming from a. and b. which now creates income in period. Condensed Consolidated Financial Statements - Restatement Reconciliation Tables In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, we are restating the previously issued unaudited condensed consolidated financial statements as of September 30, 2023 and March 31, 2023, and for three and six months ended September 30, 2023 and 2022, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures. In the following tables, we have presented a reconciliation of our consolidated balance sheets, statements of operations, and cash flows as previously reported for these prior periods to the restated and revised amounts. Summary of Restatement - Consolidated Balance Sheets September 30, 2023 March 31, 2023 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated ASSETS Current assets: Cash and cash equivalents $ 53,471 $ — $ 53,471 $ 104,086 $ — $ 104,086 Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively 2,174 — 2,174 1,740 — 1,740 Inventories - finished goods 18,902 — 18,902 19,023 — 19,023 Prepaid expenses and other current assets 9,656 — 9,656 4,719 — 4,719 Prepaid income taxes 1,457 (1,020) b 437 1,883 (1,020) b 863 Total current assets 85,660 (1,020) 84,640 131,451 (1,020) 130,431 Noncurrent assets: Property and equipment, net 26,968 — 26,968 26,178 — 26,178 Intangible and other assets 17,181 — 17,181 5,860 — 5,860 Goodwill 22,451 4,206 c 26,657 — — — Operating lease right-of-use assets, net 1,826 — 1,826 — — — Deferred tax assets 5,185 241 b, c 5,426 628 4,381 b 5,009 Total noncurrent assets 73,611 4,447 78,058 32,666 4,381 37,047 Total assets $ 159,271 $ 3,427 $ 162,698 $ 164,117 $ 3,361 $ 167,478 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,379 $ — $ 25,379 $ 25,208 $ — $ 25,208 Sales tax payable — 24,835 a 24,835 — 26,113 a 26,113 Accrued expenses and other current liabilities 10,986 (4,291) a 6,695 11,289 (5,098) a 6,191 Current lease liabilities 757 — 757 — — — Deferred revenue 3,573 — 3,573 — — — Total current liabilities 40,695 20,544 61,239 36,497 21,015 57,512 Long-term lease liabilities 1,080 — 1,080 — — — Other long-term liabilities 3,825 (3,825) a — 3,825 (3,825) a — Total liabilities 45,600 16,719 62,319 40,322 17,190 57,512 Commitments and contingencies — — — — — — Shareholders' equity: Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share 9 — 9 9 — 9 Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively 21 — 21 21 — 21 Additional paid-in capital 21,765 — 21,765 18,277 — 18,277 Retained earnings 91,876 (13,292) a, b, c 78,584 105,488 (13,829) a, b 91,659 Total shareholders' equity 113,671 (13,292) 100,379 123,795 (13,829) 109,966 Total liabilities and shareholders' equity $ 159,271 $ 3,427 $ 162,698 $ 164,117 $ 3,361 $ 167,478 Summary of Restatement - Consolidated Statements of Operation Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 70,999 $ — $ 70,999 $ 65,394 $ (134) a $ 65,260 Cost of sales 50,937 — 50,937 46,943 — 46,943 Gross profit 20,062 — 20,062 18,451 (134) 18,317 Operating expenses: General and administrative 13,278 (1,316) a 11,962 10,753 (894) a 9,859 Advertising 5,512 — 5,512 3,879 — 3,879 Depreciation and amortization 1,713 — 1,713 858 — 858 Total operating expenses 20,503 (1,316) 19,187 15,490 (894) 14,596 (Loss) income from operations (441) 1,316 875 2,961 760 3,721 Other income (expense): Interest income (expense), net 570 (419) a 151 388 (402) a (14) Other, net 254 — 254 261 — 261 Total other income 824 (419) 405 649 (402) 247 Income (loss) before provision for income taxes 383 897 1,280 3,610 358 3,968 Provision for income taxes 453 112 b 565 1,031 56 b 1,087 Net income (loss) $ (70) $ 785 $ 715 $ 2,579 $ 302 $ 2,881 Net (loss) income per common share: Basic $ — $ 0.04 $ 0.04 $ 0.13 $ 0.01 $ 0.14 Diluted $ — $ 0.04 $ 0.03 $ 0.13 $ 0.01 $ 0.14 Weighted average number of common shares outstanding: Basic 20,382,979 — 20,382,979 20,261,114 — 20,261,114 Diluted 20,382,979 397,476 d 20,780,455 20,343,980 — $ 20,343,980.00 Cash dividends declared per common share $ 0.30 $ — $ 0.30 $ 0.30 $ — $ 0.30 Six Months Ended September 30, 2023 Six Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 149,243 $ — $ 149,243 $ 135,581 $ (279) a $ 135,302 Cost of sales 106,655 — 106,655 97,187 — 97,187 Gross profit 42,588 — 42,588 38,394 (279) 38,115 Operating expenses: General and administrative 28,989 (1,316) a 27,673 20,104 (860) a 19,244 Advertising 12,777 — 12,777 10,228 — 10,228 Depreciation and amortization 3,391 — 3,391 1,611 — 1,611 Total operating expenses 45,157 (1,316) 43,841 31,943 (860) 31,083 (Loss) income from operations (2,569) 1,316 (1,253) 6,451 581 7,032 Other income (expense): Interest income (expense), net 1,190 (845) a 345 505 (793) a (288) Other, net 760 — 760 459 — 459 Total other income 1,950 (845) 1,105 964 (793) 171 Income (loss) before provision for income taxes (619) 471 (148) 7,415 (212) 7,203 Provision for income taxes 338 (65) b 273 2,061 (426) b 1,635 Net (loss) income $ (957) $ 536 $ (421) $ 5,354 $ 214 $ 5,568 Net (loss) income per common share: Basic $ (0.05) $ 0.03 $ (0.02) $ 0.26 $ 0.02 $ 0.28 Diluted $ (0.05) $ 0.03 $ (0.02) $ 0.26 $ 0.01 $ 0.27 Weighted average number of common shares outstanding: Basic 20,357,752 — 20,357,752 20,234,904 — 20,234,904 Diluted 20,357,752 — 20,357,752 20,317,522 — 20,317,522 Cash dividends declared per common share $ 0.60 $ — $ 0.60 $ 0.60 $ — $ 0.60 Summary of Restatement - Consolidated Cash Flow Statement Six Months Ended September 30, 2023 Six Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Cash flows from operating activities: Net income $ (957) $ 536 a $ (421) $ 5,354 $ 214 a $ 5,568 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,391 — 3,391 1,611 — 1,611 Share based compensation 3,489 — 3,489 3,217 — 3,217 Deferred income taxes (81) (65) b (146) (389) (426) b (815) Bad debt expense 36 — 36 66 — 66 (Increase) decrease in operating assets and increase (decrease) in liabilities: Accounts receivable (345) — (345) 257 — 257 Inventories - finished goods 3,237 — 3,237 (1,567) — (1,567) Prepaid income taxes 426 — 426 86 — 86 Prepaid expenses and other current assets (3,516) — (3,516) (597) — (597) Operating lease right-of-use assets, net 394 — 394 — — — Accounts payable (5,542) — (5,542) (3,520) — (3,520) Sales tax payable — (1,278) a (1,278) — 1,894 a 1,894 Accrued expenses and other current liabilities (943) 807 a (136) 590 (1,682) a (1,092) Lease liabilities (383) — (383) — — — Deferred revenue 579 — 579 — — — Net cash provided by operating activities (215) — (215) 5,108 — 5,108 Cash flows from investing activities: Purchase of minority interest investment in Vetster — — — (5,000) — (5,000) Acquisition of PetCareRx, net of cash acquired (35,859) — (35,859) — — — Purchases of property and equipment (2,137) — (2,137) (2,336) — (2,336) Net cash used in investing activities (37,996) — (37,996) (7,336) — (7,336) Cash flows from financing activities: Dividends paid (12,404) — (12,404) (12,306) — (12,306) Net cash used in financing activities (12,404) — (12,404) (12,306) — (12,306) Net (decrease) increase in cash and cash equivalents (50,615) — (50,615) (14,534) — (14,534) Cash and cash equivalents, at beginning of year 104,086 — 104,086 111,080 — 111,080 Cash and cash equivalents, at end of year $ 53,471 $ — $ 53,471 $ 96,546 $ — $ 96,546 Supplemental disclosure of cash flow information: Cash paid for income taxes $ — $ — $ — $ 2,560 $ — $ 2,560 Dividends payable in accrued expenses $ 1,513 $ — $ 1,513 $ 856 $ — $ 856 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization PetMed Express, Inc. and subsidiaries, d/b/a PetMeds®, is a leading direct-to-consumer pet pharmacy and online provider of prescription and non-prescription medications, food, supplements, supplies and vet services for dogs, cats, and horses. The Company markets and sells directly to consumers through its websites, toll-free numbers, and mobile applications. The Company offers consumers an attractive option for obtaining pet medications, food, and supplies in terms of convenience, price, speed of delivery, and valued customer service. Founded in 1996, the Company’s executive headquarters offices are located in Delray Beach, Florida. The Company’s fiscal year end is March 31, and references herein to fiscal 2024 or fiscal 2023 refer to the Company's fiscal years ending March 31, 2024 and 2023, respectively. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company at September 30, 2023, the Statements of (Loss) Income for the three and six months ended September 30, 2023 and 2022, and Cash Flows for the six months ended September 30, 2023 and 2022. The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the operating results expected for the fiscal year ending March 31, 2024. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the 2023 Form 10-K/A. The unaudited condensed consolidated financial statements include the accounts of PetMed Express, Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805 ( "Business Combinations" ). The purchase price is allocated to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s unaudited condensed consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with the determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Fair Value of Financial Instruments The carrying amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments. Deferred Revenue Deferred revenue is recorded when payments are received or due in advance of performing our service obligations and revenue is recognized over the service period. Deferred revenue represents prepayments of PetPlus memberships with PetCareRx, Inc. (“PetCareRx”). The total deferred revenue as of September 30, 2023 for these memberships was $3.6 million. Memberships provide discounted pricing, free standard shipping, veterinary telehealth services and local Caremark Pharmacy prescription pickup. The membership fee is an annual charge and automatically renews one year from the initial enrollment date. The Company generally recognizes the revenue ratably over the term of the membership. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized but instead is tested for impairment annually on January 1, or more frequently if events or changes in circumstances indicate goodwill might be impaired. When testing goodwill for impairment, the Company has the option to choose whether it will apply a qualitative assessment first and then a quantitative assessment, if necessary, or to apply the quantitative assessment directly. The Company has concluded that it has one reporting unit and has assigned the entire balance of goodwill to this reporting unit. Intangible Assets The Company acquired definite-lived intangible assets in the acquisition (see Note 3) that will be amortized based on their estimated useful lives in accordance with ASC Topic 350 (“ Goodwill and Other Intangible Assets ”). These definite-lived intangible assets are being amortized over periods ranging from three Leases The Company accounts for leases in accordance with ASC Topic 842 ( "Leases") . The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are reported as right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the unaudited Condensed Consolidated Balance Sheets. The Company does not have any have any material leases, individually or in the aggregate, classified as a finance lease. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees. Recent Accounting Pronouncements |
Revenue Recognition (As Restate
Revenue Recognition (As Restated) | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition (As Restated) | Revenue Recognition (As Restated) In accordance with ASC Topic 606 ("Revenue from Contracts with Customers") , the Company generates revenue by selling prescription and non-prescription pet medication products, pet food, supplements, supplies, membership fees, and veterinary services. 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 based on historical patterns, however this is not considered a key judgment. Revenue is recognized when control transfers to the customer at the point in time at which the shipment of the product occurs. This key judgment is determined as the shipping point, which represents the point in time when 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. Virtually all the Company’s sales are paid by credit cards and the Company usually receives the cash settlement in two to three banking days. Credit card sales minimize the accounts receivable balances relative to sales. 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 its 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. Membership fees represent the amounts recognized periodically from two membership models. The first is the PetPlus membership for PetCareRx customers, the second is a partner membership provided through PetCareRx. These memberships provide discounted pricing, free standard shipping, veterinary telehealth services and local Caremark Pharmacy prescription pickup which represent a single stand-ready performance obligation to provide these benefits. The PetPlus membership fee is an upfront annual charge and automatically renews one year from the initial enrollment date. The Company recognizes the revenue ratably over the term of the PetPlus membership which is generally one year. As shown in the following table, under the PetPlus program, the Company recognized $1.7 million and $3.5 million of previously deferred annual membership fees in the three and six months ended September 30, 2023, respectively, and had $3.6 million of deferred revenue as of the quarter ended September 30, 2023 (amounts in millions). 2023 Deferred revenue, March 31, $ – Deferred revenue acquired with PetCareRx 3.0 Deferred memberships fees received 2.0 Deferred membership fee revenue recognized (1.8) Deferred revenue, June 30, 3.2 Deferred memberships fees received 2.1 Deferred membership fee revenue recognized (1.7) Deferred revenue, September 30, $ 3.6 In addition to annual membership fees earned under the PetPlus program, the Company also earns membership fees on a month-to-month basis under its PetCareRx partner membership program. For the three and six months ended September 30, 2023, membership fees earned under the partner program were $0.7 million and $1.3 million, respectively. The Company has no material contract asset or liability balances at September 30, 2023 and March 31, 2023, respectively. The Company disaggregates sales in the following categories: reorder sales vs new order sales vs membership fees. The following table illustrates sales in those categories: Three Months Ended September 30, Increase (Decrease) Revenue (in thousands) 2023 % 2022 % $ % (as restated) Reorder sales $ 62,403 87.9 % $ 59,607 91.3 % $ 2,796 4.7 % New order sales 6,172 8.7 % 5,653 8.7 % 519 9.2 % Membership fees 2,424 3.4 % – – % 2,424 – % Total net sales $ 70,999 100.0 % $ 65,260 100.0 % $ 5,739 8.8 % Six Months Ended September 30, Increase (Decrease) Revenue (in thousands) 2023 % 2022 % $ % (as restated) Reorder sales $ 130,441 87.4 % $ 122,815 90.8 % $ 7,626 6.2 % New order sales 13,992 9.4 % 12,487 9.2 % 1,505 12.1 % Membership fees 4,810 3.2 % – – % 4,810 – % Total net sales $ 149,243 100.0 % $ 135,302 100.0 % $ 13,941 10.3 % |
Acquisition (As Restated)
Acquisition (As Restated) | 6 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition (As Restated) | Acquisition (As Restated) On April 3, 2023, the Company acquired 100% of the issued and outstanding equity interests of PetCareRx, a New York corporation and a leading supplier of pet food, pet medications, and supplies. The acquisition was completed pursuant to an Agreement and Plan of Merger ("Merger Agreement") by and among the Company, Harry Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), PetCareRx and Jeanette Loeb (as representative of the PetCareRx equity holders). The Merger Agreement provided for the Company’s acquisition of PetCareRx pursuant to the merger of Merger Sub with and into PetCareRx, with PetCareRx as the surviving corporation. The aggregate purchase price consideration was $36.1 million and was funded from the Company's cash on hand. The acquisition of PetCareRx allowed the Company to significantly expand its product catalog, most notably in non-medication products, including food. In addition, PetCareRx brings increased distribution capability. The Company recognized goodwill of approximately $26.7 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. Goodwill recognized in the transaction represent synergies or scale achieved by significantly increasing the customer base without adding corresponding levels of additional overhead, the value of additional vendor relationships, including the food manufacturing relationships, a broader product catalog, and an assembled and experienced workforce. These items represent intangible assets that do not qualify for separate recognition. No goodwill is deductible for tax purposes. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of April 3, 2023, as calculated by an independent third-party firm. The selected rates of returns were chosen in consideration of the individual risk profiles of the assets, as well as the resulting weighted average return on assets. Intangible assets are considered to be riskier than the overall business, so the Company included a premium to the investment rate of return on the identified intangible discount rates. The fair values of intangible assets acquired consist of a trade name, customer relationships, and developed technology, which were estimated by applying various discounted cash flow models such as the relief from royalty rate for the trade name, the multi-period excess earnings method for the customer relationships, and the cost to replace method for the developed technology. The fair value measurements were based on significant inputs that are not observable (Level 3). The assumptions made by management in determining the fair value of intangible assets included a discount rate of 12% based on the weighted average cost of capital. As a result of the acquisition, the Company performed an Internal Revenue Code Section 382 analysis to determine if the net operating losses carried forward will have a utilization limitation. Refer to Note 11 for further discussion. The table below outlines the purchase price allocation of the purchase for PetCareRx to the acquired identifiable assets, liabilities assumed and goodwill (in thousands): Cash and cash equivalents $ 220 Accounts receivable, net 125 Other receivables 506 Inventory 3,116 Other current assets 835 Property and equipment 1,065 Deferred tax assets, net 270 Goodwill 26,657 Intangible assets, net 12,300 Right of use assets 2,220 Other assets 80 Total assets 47,394 Accounts payable 5,713 Accrued liabilities 131 Deferred revenue 2,993 Other current liabilities 258 Lease liabilities 2,220 Total liabilities 11,315 Total purchase consideration $ 36,079 The Company incurred a total of $1.7 million in acquisition related costs that were expensed as incurred and recorded in general and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of (Loss) Income, of which $0.5 million was recorded in fiscal year 2023. These costs include banking, legal, accounting, and consulting fees related to the acquisition. Supplemental Pro Forma Information (As Restated) The supplemental pro forma financial information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X of the Exchange Act for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the PetCareRx acquisition had been completed on April 1, 2022, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the PetCareRx acquisition had occurred on April 1, 2022 to give effect to certain events that the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include: a. A decrease in depreciation expense that would have been recognized due to acquired identifiable fixed assets; b. A decrease in amortization expense that would have been recognized due to acquired identifiable intangible assets; and c. A decrease in payroll costs and benefits. The supplemental pro forma financial information for the prior period six months ended September 30, 2022 is as follows (in thousands): Six Months Ended September 30, 2022 (unaudited) Revenue $ 157,355 Net income 2,194 |
Net (Loss) Income Per Share (As
Net (Loss) Income Per Share (As Restated) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share (As Restated) | Net (Loss) Income Per Share (As Restated) In accordance with the provisions of ASC Topic 260 (“ Earnings Per Share ”) basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share includes the dilutive effect of potential restricted and performance stock and the effects of the potential conversion of preferred shares, calculated using the treasury stock method. Unvested restricted stock and convertible preferred shares issued by the Company represent the only dilutive effect reflected in the diluted weighted average shares outstanding. The following is a reconciliation of the numerators and denominators of the basic and diluted net (loss) income per share computations for the periods presented (in thousands, except for share and per share amounts): Three Months Ended September 30, Six Months Ended 2023 2022 2023 2022 Net income (loss) (numerator): Net income (loss) $ 715 $ 2,881 $ (421) $ 5,568 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,382,979 20,261,114 20,357,752 20,234,904 Common shares issuable upon vesting of restricted stock 387,351 72,741 — 72,493 Common shares issuable upon conversion of preferred shares 10,125 10,125 — 10,125 Shares used in diluted computation 20,780,455 20,343,980 20,357,752 20,317,522 Net income (loss) per common share: Basic $ 0.04 $ 0.14 $ (0.02) $ 0.28 Diluted $ 0.03 $ 0.14 $ (0.02) $ 0.27 For the quarter ended September 30, 2023 and 2022, 435,558 and 261,228 shares issuable upon vesting of restricted stock and 10,125 and zero shares issuable upon conversion of preferred shares, respectively, were excluded from the computation of diluted net (loss) income per common share, as their inclusion would have had an anti-dilutive effect on diluted net (loss) income per common share. For the six months ended September 30, 2023 and 2022, 842,714 and 261,228 shares issuable upon vesting of restricted stock and 10,125 and zero shares issuable upon conversion of preferred shares, respectively, were excluded from the computation of diluted net (loss) income per common share, as their inclusion would have had an anti-dilutive effect on diluted net (loss) income per common share. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“ Compensation - Stock Compensation ”). The Company had 962,240 common shares issued under the 2016 Employee Equity Compensation Restricted Stock Plan (the “2016 Employee Plan”) (which 2016 Employee Plan was succeeded by the 2022 Employee Plan in April 2023, and no further awards will be granted under the 2016 Employee Plan), 75,742 common shares issued under the 2022 Employee Equity Compensation Plan (as amended) (the “2022 Employee Plan”), and 225,251 common shares issued under the 2015 Outside Director Equity Compensation Plan (as amended) (the “2015 Director Plan”). At September 30, 2023, all shares were issued with service-based vesting conditions which vest subject to the employee's continued employment with the Company or the director’s continued directorship with the Company through the applicable vesting date. The Company records stock-based compensation expense for these awards on a straight-line basis over the requisite service period. The Company reverses stock-based compensation expense previously recorded upon forfeiture of unvested awards except for restricted shares with a market condition issued to the Chief Executive Officer (“CEO”) and performance stock units (“PSUs”) with a market condition issued to the Chief Financial Officer (“CFO”) as described in the following paragraphs. Stock-based compensation expense previously recorded for these awards will not be reversed if the awards are forfeited. In June 2023, the Board of Directors amended and restated the 2015 Director Plan and the 2022 Employee Plan (collectively, the "Plans") to include the ability to grant restricted stock units ("RSUs") and performance stock units ("PSUs") under the Plans. The amendments and restatement of the Plans did not increase the maximum number of shares of common stock that may be awarded under the Plans. At September 30, 2023 , the Company had 55,380 RSUs and 12,000 PSUs granted under the 2022 Employee Plan and 30,000 RSUs granted under the 2015 Director Plan. In August 2021, the Company issued 90,000 restricted shares and 510,000 restricted shares with a market condition to the Company’s CEO, in accordance with the CEO’s employment agreement, under the 2016 Employee Plan. The restricted shares with a market condition vest based on achieving absolute stock hurdles within the three-year period from the grant date. If the shares meet the absolute stock price hurdle, they will only vest on the third anniversary of the date of grant. As of September 30, 2023, none of the performance stock hurdles were met. In June 2023, the Company granted the Company's CFO 11,750 RSUs under the 2022 Employee Plan, of which 3,750 RSUs were awarded in recognition of the CFO’s contributions during fiscal year 2023 and the remaining 8,000 awarded as a part of the equity award cycle for fiscal year 2024. One-third of the RSUs will vest on each of the first three Also in June 2023, the CFO was awarded 8,000 PSUs with a market condition. The CFO will earn shares of our common stock pursuant to the PSUs based on the Company’s total shareholder return (“TSR”) relative to the S&P 600 Specialty Retail Index (“Index”) over an overall three-year performance period consisting of the 2024 through 2026 fiscal years, as follows: • 100% of the target number of shares, which is 8,000 shares, will be earned if the Company’s TSR is equal to or greater than the 75th percentile of the Index (the “maximum target payout”); • 50% of the target number of shares, which is 4,000 shares, will be earned if the Company’s TSR is equal to at least the 50th percentile of the Index; • 25% of the target number of shares, which is 2,000 shares, will be earned if the Company’s TSR is equal to at least the 25th percentile of the Index (the “minimum threshold”); • No shares will be earned if the TSR is less than the 25th percentile of the Index, and the payout is capped at 2,000 shares if absolute TSR is negative, regardless of relative position to the Index; and • Linear scaling will be used to determine the number of shares earned for performance between the maximum target payout level and the minimum threshold payout level. The Company issued zero shares of restricted stock to employees under the 2022 Employee Plan during the quarter ended September 30, 2023. The Company issued zero shares of restricted stock and 30,000 RSUs to board members under the 2015 Director Plan during the quarter ended September 30, 2023. For the quarters ended September 30, 2023 and 2022, the Company recognized $1.7 million and $1.7 million, respectively, of compensation expense related to the 2016 Employee Plan, 2022 Employee Plan, and 2015 Director Plan. For the six months ended September 30, 2023 and 2022, the Company recognized $3.5 million and $3.2 million, respectively, of compensation expense related to the 2016 Employee Plan, 2022 Employee Plan, and 2015 Director Plan. At September 30, 2023 and 2022 there was $7.7 million and $12.2 million of unrecognized compensation cost related to the non-vested restricted stock awards, respectively, which is expected to be recognized over the next one Restricted Stock Awards The fair value assigned to restricted stock awards is the market price of the Company’s stock at the grant date. The vesting period range from one 2015 Director Plan 2016 Employee Plan 2022 Employee Plan Total Weighted-Average Grant Date Fair Value Non-vested restricted stock outstanding at March 31, 2023 68,629 684,200 – 752,829 $ 27.73 Granted and issued 1,623 12,400 75,742 89,765 $ 16.06 Vested (28,585) (61,419) – (90,004) $ 27.21 Forfeited (17,127) (9,934) – (27,061) $ 26.47 Balance at September 30, 2023 24,540 625,247 75,742 725,529 $ 24.01 Restricted Stock Units The fair value assigned to RSUs is the market price of the Company’s stock on the grant date. The vesting period for employees and members of the Board of Directors ranges from one RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at March 31, 2023 – $ – Granted 85,380 $ 12.66 Vested and issued – $ – Forfeited – $ – Balance at September 30, 2023 85,380 $ 12.66 The total grant-date fair value of RSUs granted during the quarters ended September 30, 2023 and 2022 was $0.9 million and zero, respectively. The total grant-date fair value of RSUs granted during the six months ended September 30, 2023 and 2022 was $1.1 million and zero, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to RSUs of $0.1 million and zero, respectively. For the six months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to RSUs of $0.1 million and zero, respectively. Performance Stock Units The fair value assigned to PSUs is determined using the market price of the Company’s stock on the grant date for awards with a performance condition, and by using a Monte Carlo simulation for awards with a market condition. PSUs with a performance condition vest over one year. PSUs with a market condition vest over three years. Stock-based compensation costs associated with PSUs with a performance condition are re-assessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of shares of common stock that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally ranges from 0% to 200% of the initial PSU grant. PSU activity under the Plans was as follows: PSUs Weighted-Average Balance at March 31, 2023 – $ – Granted 12,000 $ 11.35 Vested and issued – $ – Forfeited – $ – Performance adjustment – $ – Balance at September 30, 2023 12,000 $ 11.35 The total grant-date fair value of PSUs granted during the quarters ended September 30, 2023 and 2022 was zero for both periods. The total grant-date fair value of PSUs granted during the six months ended September 30, 2023 and 2022 was $0.1 million and zero, respectively. |
Fair Value
Fair Value | 6 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The Company carries cash and cash equivalents at fair value in the unaudited Condensed Consolidated Balance Sheets. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. ASC Topic 820 (“ Fair Value Measurement ”) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. At September 30, 2023 and March 31, 2023, the Company had invested the majority of its $53.5 million and $104.1 million cash and cash equivalents balance in money market funds which are classified within Level 1. |
Intangible and Other Assets, Ne
Intangible and Other Assets, Net | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets, Net | Intangible and Other Assets, Net Intangible assets and other assets, net consisted of the following (in thousands): Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life (Years) September 30, 2023 Intangible Assets Toll-free telephone number Indefinite $ 375 $ – $ 375 Indefinite Internet domain names Indefinite 485 – 485 Indefinite Trade Names - PetCareRx Indefinite 2,600 – 2,600 Indefinite Customer Relationships -PetCareRx 7 years 6,700 (479) 6,221 6.75 Developed Technology - PetCareRx 3 years 3,000 (500) 2,500 2.75 $ 13,160 $ (979) $ 12,181 Other Assets Initial minority interest investment in Vetster N/A 5,000 – 5,000 N/A Balance September 30, 2023 $ 18,160 $ (979) $ 17,181 March 31, 2023 Intangible Assets Toll-free telephone number Indefinite $ 375 $ – $ 375 Indefinite Internet domain names Indefinite 485 – 485 Indefinite $ 860 $ – $ 860 Other Assets Initial minority interest investment in Vetster N/A 5,000 – 5,000 N/A Balance March 31, 2023 $ 5,860 $ – $ 5,860 Amortization expense for intangible assets was $0.5 million and zero for the three months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $1.0 million and zero for the six months ended September 30, 2023 and 2022, respectively. The indefinite life intangibles are not being amortized and are subject to an annual review for impairment in accordance with the ASC Topic 350 (“ Goodwill and Other Intangible Assets ”). On April 19, 2022, the Company engaged in a three-year partnership agreement with Vetster Inc. (“Vetster”), a Canadian veterinary telehealth company. The Company also purchased a 5% minority interest in Vetster in the amount of $5.0 million and received warrants for additional equity in Vetster, which are tied to future performance milestones. Under the terms of the agreement, the Company became the exclusive e-commerce provider for Vetster, and Vetster became the exclusive provider of telehealth and telemedicine services to the Company. The minority interest investment is being valued on the cost basis and the investment will be evaluated periodically for any impairment. I n October 2023, the Company purchased additional shares in Vetster in the amount of $0.3 million (see Note 12). |
Leases
Leases | 6 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company’s leasing activities primarily consist of real estate leases acquired during the acquisition of PetCareRx for use in the business operations. The leases had initial terms ranging from 5 years to 10 years. Some of the initial lease terms have already matured and the remaining leases have maturity dates ranging from 2024 to 2027. The Company assesses whether each lease is an operating lease or a finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance lease. Variable Lease Costs Certain of the Company’s leases require payments for taxes, insurance, and other costs applicable to the property, in addition to the minimum lease payment. These costs are considered variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the calculation of the right-of-use assets and lease liabilities. The Company has lease agreements which provide for fixed and scheduled escalations, which are included in the calculation of the right-of-use assets and lease liabilities. Options to Extend or Terminate Leases The Company’s leases may contain an option to extend the lease term for periods from one Other Lease items The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying unaudited Condensed Consolidated Balance Sheets. Discount Rate and Lease Term As of September 30, 2023, the weighted average remaining lease term and discount rate for the Company’s operating leases were 3.2 years and 3.8%, respectively. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the Company uses its estimated incremental borrowing rate based on the information available at the date of acquisition, April 3, 2023, in determining the present value of future payments. Lease Costs and Activity The Company’s lease costs as recorded in the general and administrative costs and activity for the six months ended September 30, 2023 are as follows (in thousands): Lease cost Six Months Ended September 30, 2023 Operating lease cost - fixed $ 431 Operating lease costs - variable 28 Total lease cost $ 459 Supplemental cash flow information for the six months ended September 30, 2023 are as follows (in thousands): Six Months Ended September 30, 2023 Cash paid for the amounts included in the measurement of operating lease liabilities $ 419 Right-of-use assets obtained in exchange for new operating lease liabilities as a result of acquisition $ 2,220 Maturity of Lease Liabilities The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 were as follows (in thousands): September 30, 2023 Six months ending March 31, 2024 $ 412 2025 501 2026 488 2027 502 2028 42 Total lease payments 1,945 Less: Imputed Interest (108) Present value of lease liabilities $ 1,837 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters and Routine Proceedings 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 also intends to vigorously defend 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. From time to time, the Company may be involved in and subject to disputes and legal proceedings, as well as demands, claims and threatened litigation that arise in the ordinary course of its business. These proceedings may include allegations involving business practices, infringement of intellectual property, employment or other matters. The ultimate outcome of any legal proceeding is often uncertain, there can be no assurance that the Company will be successful in any legal proceeding, and unfavorable outcomes could have a negative impact on our results of operations and financial condition. In accordance with ASC Topic 450-20 (" Loss Contingencies "), the Company records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews the status of each significant matter each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the financial statements not misleading. If the loss is not probable and cannot be reasonably estimated, a liability is not recorded in the Company’s financial statements. Gain contingencies are not recorded until they are realized. Legal costs related to any legal matters are expensed as incurred. |
Changes in Shareholders' Equity
Changes in Shareholders' Equity (As Restated) | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Changes in Shareholders' Equity (As Restated) | Changes in Shareholders ’ Equity (As Restated): Changes in Shareholders’ Equity for the six months ended September 30, 2023 is summarized below (in thousands): Common Stock Additional Retained Beginning balance at March 31, 2023: $ 21 $ 18,277 $ 91,659 Share based compensation — 1,760 — Dividends declared — — (6,346) Net loss — — (1,136) Ending balance at June 30, 2023: $ 21 $ 20,037 $ 84,177 Share based compensation — 1,728 — Dividends declared — — (6,308) Net loss — — 715 Ending balance at September 30, 2023: $ 21 $ 21,765 $ 78,584 Changes in Shareholders’ Equity for the six months ended September 30, 2022 is summarized below (in thousands): Common Stock Additional Retained Beginning balance at March 31, 2022: $ 21 $ 11,660 $ 111,760 Share based compensation — 1,536 — Dividends declared — — (6,297) Net income — — 2,687 Ending balance at June 30, 2022 $ 21 $ 13,196 $ 108,150 Share based compensation — 1,681 — Dividends declared — — (6,307) Net income — — 2,881 Ending balance at September 30, 2022 $ 21 $ 14,877 $ 104,724 There were no shares of common stock that were purchased or retired in the six months ended September 30, 2023 or 2022. At September 30, 2023, the Company had approximately $28.7 million remaining under the Company’s share repurchase plan. |
Income Taxes (As Restated)
Income Taxes (As Restated) | 6 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes (As Restated) | Income Taxes (As Restated) For the quarters ended September 30, 2023 and 2022, the Company recorded an income tax provision of approximately $0.6 million and an income tax provision of approximately $1.1 million, respectively, and for the six months ended September 30, 2023 and 2022 the Company recorded an income tax provision of approximately $0.3 million and an income tax provision of approximately $1.6 million, respectively. The decrease in the income tax provision for the three and six months ended September 30, 2023 is related to the decrease in operating income. The effective tax rate for the quarter ended September 30, 2023 was approximately 44.1%, compared to approximately 27.4% for the quarter ended September 30, 2022, and the effective tax rate for the six months ended September 30, 2023 was approximately (184.5)% compared to approximately 22.7%. The increase to the effective tax rate for the three months ended September 30, 2023 can be attributed to net operating losses offsetting taxable income, partially offset by an increase in state income tax. The decrease to the effective tax rate for the six months ended September 30, 2023 can be attributed to non-deductible items and an increase in state income tax. Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change”, the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when the equity ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). On April 3, 2023, 100% of the issued and outstanding stock of PetCareRx was acquired by the Company. The merger triggered an ownership change of PetCareRx within the meaning of Section 382. As a result of the acquisition, the Company performed a Section 382 analysis to determine if the net operating losses carried forward will have a utilization limitation. Any limitation may result in the expiration of a portion of the federal net operating loss carryforward before utilization, which would reduce the Company's gross deferred tax assets. As of April 3, 2023, and prior to the acquisition, PetCareRx had approximately $96.0 million of net operating losses and $1.9 million of disallowed interest expense. The results of the preliminary Section 382 analysis determined the net operating losses and disallowed interest expense in total, would be limited and reduced to approximately $14.5 million. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 3, 2023, the Company purchased additional shares in Vetster in the amount of $0.3 million. This increases the minority interest investment disclosed in Note 7 to $5.3 million. Following this round, it will change the Company’s minority ownership to approximately 4.8% of Vetster’s outstanding shares. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805 ( "Business Combinations" ). The purchase price is allocated to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s unaudited condensed consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with the determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Deferred Revenue | Deferred Revenue Deferred revenue is recorded when payments are received or due in advance of performing our service obligations and revenue is recognized over the service period. Deferred revenue represents prepayments of PetPlus memberships with PetCareRx, Inc. (“PetCareRx”). The total deferred revenue as of September 30, 2023 for these memberships was $3.6 million. Memberships provide discounted pricing, free standard shipping, veterinary telehealth services and local Caremark Pharmacy prescription pickup. The membership fee is an annual charge and automatically renews one year from the initial enrollment date. The Company generally recognizes the revenue ratably over the term of the membership. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized but instead is tested for impairment annually on January 1, or more frequently if events or changes in circumstances indicate goodwill might be impaired. When testing goodwill for impairment, the Company has the option to choose whether it will apply a qualitative assessment first and then a quantitative assessment, if necessary, or to apply the quantitative assessment directly. The Company has concluded that it has one reporting unit and has assigned the entire balance of goodwill to this reporting unit. |
Intangible Assets | Intangible Assets The Company acquired definite-lived intangible assets in the acquisition (see Note 3) that will be amortized based on their estimated useful lives in accordance with ASC Topic 350 (“ Goodwill and Other Intangible Assets three |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842 ( "Leases") . The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are reported as right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the unaudited Condensed Consolidated Balance Sheets. The Company does not have any have any material leases, individually or in the aggregate, classified as a finance lease. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of the Impact of the Adjustments Related to the Misstatements | A summary of the impact of the adjustments described above relating to the Misstatements for the three and six months ending September 30, 2023 and 2022 is as follows: Six Months Ended September 30, 2023 September 30, 2022 (in thousands) As previously reported As restated As previously reported As restated Sales $ 149,243 $ 149,243 $ 135,581 $ 135,302 Gross profit $ 42,588 $ 42,588 $ 38,394 $ 38,115 (Loss) income from operations $ (2,569) $ (1,253) $ 6,451 $ 7,032 Net income (loss) $ (957) $ (421) $ 5,354 $ 5,568 Three Months Ended September 30, 2023 September 30, 2022 (in thousands) As previously reported As restated As previously reported As restated Sales $ 70,999 $ 70,999 $ 65,394 $ 65,260 Gross profit $ 20,062 $ 20,062 $ 18,451 $ 18,317 (Loss) income from operations $ (441) $ 875 $ 2,961 $ 3,721 Net income (loss) $ (70) $ 715 $ 2,579 $ 2,881 Six Months Ended September 30, 2023 September 30, 2022 As previously reported As restated As previously reported As restated Net income (loss) (numerator): Net income (loss) $ (957) $ (421) $ 5,354 $ 5,568 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,357,752 20,357,752 20,234,904 20,234,904 Common shares issuable upon vesting of restricted stock — — 72,493 72,493 Common shares issuable upon conversion of preferred shares — — 10,125 10,125 Shares used in diluted computation 20,357,752 20,357,752 20,317,522 20,317,522 Net income (loss) per common share: Basic $ (0.05) $ (0.02) $ 0.26 $ 0.28 Diluted $ (0.05) $ (0.02) $ 0.26 $ 0.27 Three Months Ended September 30, 2023 September 30, 2022 As previously reported As restated As previously reported As restated Net income (loss) (numerator): Net income (loss) $ (70) $ 715 $ 2,579 $ 2,881 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,382,979 20,382,979 20,261,114 20,261,114 Common shares issuable upon vesting of restricted stock — 387,351 d 72,741 72,741 Common shares issuable upon conversion of preferred shares — 10,125 d 10,125 10,125 Shares used in diluted computation 20,382,979 20,780,455 20,343,980 20,343,980 Net income (loss) per common share: Basic $ — $ 0.04 $ 0.13 $ 0.14 Diluted $ — $ 0.03 $ 0.13 $ 0.14 Summary of Restatement - Consolidated Balance Sheets September 30, 2023 March 31, 2023 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated ASSETS Current assets: Cash and cash equivalents $ 53,471 $ — $ 53,471 $ 104,086 $ — $ 104,086 Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively 2,174 — 2,174 1,740 — 1,740 Inventories - finished goods 18,902 — 18,902 19,023 — 19,023 Prepaid expenses and other current assets 9,656 — 9,656 4,719 — 4,719 Prepaid income taxes 1,457 (1,020) b 437 1,883 (1,020) b 863 Total current assets 85,660 (1,020) 84,640 131,451 (1,020) 130,431 Noncurrent assets: Property and equipment, net 26,968 — 26,968 26,178 — 26,178 Intangible and other assets 17,181 — 17,181 5,860 — 5,860 Goodwill 22,451 4,206 c 26,657 — — — Operating lease right-of-use assets, net 1,826 — 1,826 — — — Deferred tax assets 5,185 241 b, c 5,426 628 4,381 b 5,009 Total noncurrent assets 73,611 4,447 78,058 32,666 4,381 37,047 Total assets $ 159,271 $ 3,427 $ 162,698 $ 164,117 $ 3,361 $ 167,478 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,379 $ — $ 25,379 $ 25,208 $ — $ 25,208 Sales tax payable — 24,835 a 24,835 — 26,113 a 26,113 Accrued expenses and other current liabilities 10,986 (4,291) a 6,695 11,289 (5,098) a 6,191 Current lease liabilities 757 — 757 — — — Deferred revenue 3,573 — 3,573 — — — Total current liabilities 40,695 20,544 61,239 36,497 21,015 57,512 Long-term lease liabilities 1,080 — 1,080 — — — Other long-term liabilities 3,825 (3,825) a — 3,825 (3,825) a — Total liabilities 45,600 16,719 62,319 40,322 17,190 57,512 Commitments and contingencies — — — — — — Shareholders' equity: Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share 9 — 9 9 — 9 Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively 21 — 21 21 — 21 Additional paid-in capital 21,765 — 21,765 18,277 — 18,277 Retained earnings 91,876 (13,292) a, b, c 78,584 105,488 (13,829) a, b 91,659 Total shareholders' equity 113,671 (13,292) 100,379 123,795 (13,829) 109,966 Total liabilities and shareholders' equity $ 159,271 $ 3,427 $ 162,698 $ 164,117 $ 3,361 $ 167,478 Summary of Restatement - Consolidated Statements of Operation Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 70,999 $ — $ 70,999 $ 65,394 $ (134) a $ 65,260 Cost of sales 50,937 — 50,937 46,943 — 46,943 Gross profit 20,062 — 20,062 18,451 (134) 18,317 Operating expenses: General and administrative 13,278 (1,316) a 11,962 10,753 (894) a 9,859 Advertising 5,512 — 5,512 3,879 — 3,879 Depreciation and amortization 1,713 — 1,713 858 — 858 Total operating expenses 20,503 (1,316) 19,187 15,490 (894) 14,596 (Loss) income from operations (441) 1,316 875 2,961 760 3,721 Other income (expense): Interest income (expense), net 570 (419) a 151 388 (402) a (14) Other, net 254 — 254 261 — 261 Total other income 824 (419) 405 649 (402) 247 Income (loss) before provision for income taxes 383 897 1,280 3,610 358 3,968 Provision for income taxes 453 112 b 565 1,031 56 b 1,087 Net income (loss) $ (70) $ 785 $ 715 $ 2,579 $ 302 $ 2,881 Net (loss) income per common share: Basic $ — $ 0.04 $ 0.04 $ 0.13 $ 0.01 $ 0.14 Diluted $ — $ 0.04 $ 0.03 $ 0.13 $ 0.01 $ 0.14 Weighted average number of common shares outstanding: Basic 20,382,979 — 20,382,979 20,261,114 — 20,261,114 Diluted 20,382,979 397,476 d 20,780,455 20,343,980 — $ 20,343,980.00 Cash dividends declared per common share $ 0.30 $ — $ 0.30 $ 0.30 $ — $ 0.30 Six Months Ended September 30, 2023 Six Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 149,243 $ — $ 149,243 $ 135,581 $ (279) a $ 135,302 Cost of sales 106,655 — 106,655 97,187 — 97,187 Gross profit 42,588 — 42,588 38,394 (279) 38,115 Operating expenses: General and administrative 28,989 (1,316) a 27,673 20,104 (860) a 19,244 Advertising 12,777 — 12,777 10,228 — 10,228 Depreciation and amortization 3,391 — 3,391 1,611 — 1,611 Total operating expenses 45,157 (1,316) 43,841 31,943 (860) 31,083 (Loss) income from operations (2,569) 1,316 (1,253) 6,451 581 7,032 Other income (expense): Interest income (expense), net 1,190 (845) a 345 505 (793) a (288) Other, net 760 — 760 459 — 459 Total other income 1,950 (845) 1,105 964 (793) 171 Income (loss) before provision for income taxes (619) 471 (148) 7,415 (212) 7,203 Provision for income taxes 338 (65) b 273 2,061 (426) b 1,635 Net (loss) income $ (957) $ 536 $ (421) $ 5,354 $ 214 $ 5,568 Net (loss) income per common share: Basic $ (0.05) $ 0.03 $ (0.02) $ 0.26 $ 0.02 $ 0.28 Diluted $ (0.05) $ 0.03 $ (0.02) $ 0.26 $ 0.01 $ 0.27 Weighted average number of common shares outstanding: Basic 20,357,752 — 20,357,752 20,234,904 — 20,234,904 Diluted 20,357,752 — 20,357,752 20,317,522 — 20,317,522 Cash dividends declared per common share $ 0.60 $ — $ 0.60 $ 0.60 $ — $ 0.60 Summary of Restatement - Consolidated Cash Flow Statement Six Months Ended September 30, 2023 Six Months Ended September 30, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Cash flows from operating activities: Net income $ (957) $ 536 a $ (421) $ 5,354 $ 214 a $ 5,568 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,391 — 3,391 1,611 — 1,611 Share based compensation 3,489 — 3,489 3,217 — 3,217 Deferred income taxes (81) (65) b (146) (389) (426) b (815) Bad debt expense 36 — 36 66 — 66 (Increase) decrease in operating assets and increase (decrease) in liabilities: Accounts receivable (345) — (345) 257 — 257 Inventories - finished goods 3,237 — 3,237 (1,567) — (1,567) Prepaid income taxes 426 — 426 86 — 86 Prepaid expenses and other current assets (3,516) — (3,516) (597) — (597) Operating lease right-of-use assets, net 394 — 394 — — — Accounts payable (5,542) — (5,542) (3,520) — (3,520) Sales tax payable — (1,278) a (1,278) — 1,894 a 1,894 Accrued expenses and other current liabilities (943) 807 a (136) 590 (1,682) a (1,092) Lease liabilities (383) — (383) — — — Deferred revenue 579 — 579 — — — Net cash provided by operating activities (215) — (215) 5,108 — 5,108 Cash flows from investing activities: Purchase of minority interest investment in Vetster — — — (5,000) — (5,000) Acquisition of PetCareRx, net of cash acquired (35,859) — (35,859) — — — Purchases of property and equipment (2,137) — (2,137) (2,336) — (2,336) Net cash used in investing activities (37,996) — (37,996) (7,336) — (7,336) Cash flows from financing activities: Dividends paid (12,404) — (12,404) (12,306) — (12,306) Net cash used in financing activities (12,404) — (12,404) (12,306) — (12,306) Net (decrease) increase in cash and cash equivalents (50,615) — (50,615) (14,534) — (14,534) Cash and cash equivalents, at beginning of year 104,086 — 104,086 111,080 — 111,080 Cash and cash equivalents, at end of year $ 53,471 $ — $ 53,471 $ 96,546 $ — $ 96,546 Supplemental disclosure of cash flow information: Cash paid for income taxes $ — $ — $ — $ 2,560 $ — $ 2,560 Dividends payable in accrued expenses $ 1,513 $ — $ 1,513 $ 856 $ — $ 856 |
Revenue Recognition (As Resta_2
Revenue Recognition (As Restated) (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue Rollforward | As shown in the following table, under the PetPlus program, the Company recognized $1.7 million and $3.5 million of previously deferred annual membership fees in the three and six months ended September 30, 2023, respectively, and had $3.6 million of deferred revenue as of the quarter ended September 30, 2023 (amounts in millions). 2023 Deferred revenue, March 31, $ – Deferred revenue acquired with PetCareRx 3.0 Deferred memberships fees received 2.0 Deferred membership fee revenue recognized (1.8) Deferred revenue, June 30, 3.2 Deferred memberships fees received 2.1 Deferred membership fee revenue recognized (1.7) Deferred revenue, September 30, $ 3.6 |
Summary of Disaggregation of Revenue | The following table illustrates sales in those categories: Three Months Ended September 30, Increase (Decrease) Revenue (in thousands) 2023 % 2022 % $ % (as restated) Reorder sales $ 62,403 87.9 % $ 59,607 91.3 % $ 2,796 4.7 % New order sales 6,172 8.7 % 5,653 8.7 % 519 9.2 % Membership fees 2,424 3.4 % – – % 2,424 – % Total net sales $ 70,999 100.0 % $ 65,260 100.0 % $ 5,739 8.8 % Six Months Ended September 30, Increase (Decrease) Revenue (in thousands) 2023 % 2022 % $ % (as restated) Reorder sales $ 130,441 87.4 % $ 122,815 90.8 % $ 7,626 6.2 % New order sales 13,992 9.4 % 12,487 9.2 % 1,505 12.1 % Membership fees 4,810 3.2 % – – % 4,810 – % Total net sales $ 149,243 100.0 % $ 135,302 100.0 % $ 13,941 10.3 % |
Acquisition (As Restated) (Tabl
Acquisition (As Restated) (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | The table below outlines the purchase price allocation of the purchase for PetCareRx to the acquired identifiable assets, liabilities assumed and goodwill (in thousands): Cash and cash equivalents $ 220 Accounts receivable, net 125 Other receivables 506 Inventory 3,116 Other current assets 835 Property and equipment 1,065 Deferred tax assets, net 270 Goodwill 26,657 Intangible assets, net 12,300 Right of use assets 2,220 Other assets 80 Total assets 47,394 Accounts payable 5,713 Accrued liabilities 131 Deferred revenue 2,993 Other current liabilities 258 Lease liabilities 2,220 Total liabilities 11,315 Total purchase consideration $ 36,079 |
Pro-Forma Information | The supplemental pro forma financial information for the prior period six months ended September 30, 2022 is as follows (in thousands): Six Months Ended September 30, 2022 (unaudited) Revenue $ 157,355 Net income 2,194 |
Net (Loss) Income Per Share (_2
Net (Loss) Income Per Share (As Restated) (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted net (loss) income per share computations for the periods presented (in thousands, except for share and per share amounts): Three Months Ended September 30, Six Months Ended 2023 2022 2023 2022 Net income (loss) (numerator): Net income (loss) $ 715 $ 2,881 $ (421) $ 5,568 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,382,979 20,261,114 20,357,752 20,234,904 Common shares issuable upon vesting of restricted stock 387,351 72,741 — 72,493 Common shares issuable upon conversion of preferred shares 10,125 10,125 — 10,125 Shares used in diluted computation 20,780,455 20,343,980 20,357,752 20,317,522 Net income (loss) per common share: Basic $ 0.04 $ 0.14 $ (0.02) $ 0.28 Diluted $ 0.03 $ 0.14 $ (0.02) $ 0.27 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | Restricted stock award activity under the 2016 Employee Plan, 2022 Employee Plan, and 2015 Director Plan was as follows: 2015 Director Plan 2016 Employee Plan 2022 Employee Plan Total Weighted-Average Grant Date Fair Value Non-vested restricted stock outstanding at March 31, 2023 68,629 684,200 – 752,829 $ 27.73 Granted and issued 1,623 12,400 75,742 89,765 $ 16.06 Vested (28,585) (61,419) – (90,004) $ 27.21 Forfeited (17,127) (9,934) – (27,061) $ 26.47 Balance at September 30, 2023 24,540 625,247 75,742 725,529 $ 24.01 |
Schedule of RSU Activity | RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at March 31, 2023 – $ – Granted 85,380 $ 12.66 Vested and issued – $ – Forfeited – $ – Balance at September 30, 2023 85,380 $ 12.66 |
Schedule of PSU Activity | PSU activity under the Plans was as follows: PSUs Weighted-Average Balance at March 31, 2023 – $ – Granted 12,000 $ 11.35 Vested and issued – $ – Forfeited – $ – Performance adjustment – $ – Balance at September 30, 2023 12,000 $ 11.35 |
Intangible and Other Assets, _2
Intangible and Other Assets, Net (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Other Assets | Intangible assets and other assets, net consisted of the following (in thousands): Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life (Years) September 30, 2023 Intangible Assets Toll-free telephone number Indefinite $ 375 $ – $ 375 Indefinite Internet domain names Indefinite 485 – 485 Indefinite Trade Names - PetCareRx Indefinite 2,600 – 2,600 Indefinite Customer Relationships -PetCareRx 7 years 6,700 (479) 6,221 6.75 Developed Technology - PetCareRx 3 years 3,000 (500) 2,500 2.75 $ 13,160 $ (979) $ 12,181 Other Assets Initial minority interest investment in Vetster N/A 5,000 – 5,000 N/A Balance September 30, 2023 $ 18,160 $ (979) $ 17,181 March 31, 2023 Intangible Assets Toll-free telephone number Indefinite $ 375 $ – $ 375 Indefinite Internet domain names Indefinite 485 – 485 Indefinite $ 860 $ – $ 860 Other Assets Initial minority interest investment in Vetster N/A 5,000 – 5,000 N/A Balance March 31, 2023 $ 5,860 $ – $ 5,860 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lease Costs and Activity | The Company’s lease costs as recorded in the general and administrative costs and activity for the six months ended September 30, 2023 are as follows (in thousands): Lease cost Six Months Ended September 30, 2023 Operating lease cost - fixed $ 431 Operating lease costs - variable 28 Total lease cost $ 459 Supplemental cash flow information for the six months ended September 30, 2023 are as follows (in thousands): Six Months Ended September 30, 2023 Cash paid for the amounts included in the measurement of operating lease liabilities $ 419 Right-of-use assets obtained in exchange for new operating lease liabilities as a result of acquisition $ 2,220 |
Maturity of Lease Liabilities | The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 were as follows (in thousands): September 30, 2023 Six months ending March 31, 2024 $ 412 2025 501 2026 488 2027 502 2028 42 Total lease payments 1,945 Less: Imputed Interest (108) Present value of lease liabilities $ 1,837 |
Changes in Shareholders' Equi_2
Changes in Shareholders' Equity (As Restated) (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Shareholders' Equity | Changes in Shareholders’ Equity for the six months ended September 30, 2023 is summarized below (in thousands): Common Stock Additional Retained Beginning balance at March 31, 2023: $ 21 $ 18,277 $ 91,659 Share based compensation — 1,760 — Dividends declared — — (6,346) Net loss — — (1,136) Ending balance at June 30, 2023: $ 21 $ 20,037 $ 84,177 Share based compensation — 1,728 — Dividends declared — — (6,308) Net loss — — 715 Ending balance at September 30, 2023: $ 21 $ 21,765 $ 78,584 Changes in Shareholders’ Equity for the six months ended September 30, 2022 is summarized below (in thousands): Common Stock Additional Retained Beginning balance at March 31, 2022: $ 21 $ 11,660 $ 111,760 Share based compensation — 1,536 — Dividends declared — — (6,297) Net income — — 2,687 Ending balance at June 30, 2022 $ 21 $ 13,196 $ 108,150 Share based compensation — 1,681 — Dividends declared — — (6,307) Net income — — 2,881 Ending balance at September 30, 2022 $ 21 $ 14,877 $ 104,724 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Apr. 03, 2023 | Mar. 31, 2023 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ (26,657) | $ 0 | |
PetCareRx | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred tax assets, net | $ 270 | ||
Goodwill | (26,657) | ||
Restatement Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ (4,206) | $ 0 | |
Restatement Adjustments | PetCareRx | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred tax assets, net | 4,200 | ||
Goodwill | $ 4,200 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Impacts on Previously Issued Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 70,999 | $ 65,260 | $ 149,243 | $ 135,302 |
Gross profit | 20,062 | 18,317 | 42,588 | 38,115 |
Income (loss) from operations | 875 | 3,721 | (1,253) | 7,032 |
Net income (loss) | 715 | 2,881 | (421) | 5,568 |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Sales | 70,999 | 65,394 | 149,243 | 135,581 |
Gross profit | 20,062 | 18,451 | 42,588 | 38,394 |
Income (loss) from operations | (441) | 2,961 | (2,569) | 6,451 |
Net income (loss) | $ (70) | $ 2,579 | $ (957) | $ 5,354 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) (numerator): | ||||
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Shares (denominator): | ||||
Weighted average number of common shares outstanding used in basic computation (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Common shares issuable upon vesting of restricted stock (in shares) | 387,351 | 72,741 | 0 | 72,493 |
Common shares issuable upon conversion of preferred shares (in shares) | 10,125 | 10,125 | 0 | 10,125 |
Shares used in diluted computation (in shares) | 20,780,455 | 20,343,980 | 20,357,752 | 20,317,522 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.14 | $ (0.02) | $ 0.28 |
Diluted (in dollars per share) | $ 0.03 | $ 0.14 | $ (0.02) | $ 0.27 |
As Previously Reported | ||||
Net income (loss) (numerator): | ||||
Net income (loss) | $ (70) | $ 2,579 | $ (957) | $ 5,354 |
Shares (denominator): | ||||
Weighted average number of common shares outstanding used in basic computation (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Common shares issuable upon vesting of restricted stock (in shares) | 0 | 72,741 | 0 | 72,493 |
Common shares issuable upon conversion of preferred shares (in shares) | 0 | 10,125 | 0 | 10,125 |
Shares used in diluted computation (in shares) | 20,382,979 | 20,343,980 | 20,357,752 | 20,317,522 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0 | $ 0.13 | $ (0.05) | $ 0.26 |
Diluted (in dollars per share) | $ 0 | $ 0.13 | $ (0.05) | $ 0.26 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Current assets: | |||
Cash and cash equivalents | $ 53,471 | $ 104,086 | |
Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively | 2,174 | 1,740 | |
Inventories - finished goods | 18,902 | 19,023 | |
Prepaid expenses and other current assets | 9,656 | 4,719 | |
Prepaid income taxes | 437 | 863 | |
Total current assets | 84,640 | 130,431 | |
Noncurrent assets: | |||
Property and equipment, net | 26,968 | 26,178 | |
Intangible and other assets, net | 17,181 | 5,860 | |
Goodwill | 26,657 | 0 | |
Operating lease right-of-use assets, net | 1,826 | 0 | |
Deferred tax assets, net | 5,426 | 5,009 | |
Total noncurrent assets | 78,058 | 37,047 | |
Total assets | 162,698 | 167,478 | |
Current liabilities: | |||
Accounts payable | 25,379 | 25,208 | |
Sales tax payable | 24,835 | 26,113 | |
Accrued expenses and other current liabilities | 6,695 | 6,191 | |
Current lease liabilities | 757 | 0 | |
Deferred revenue | 3,573 | $ 3,200 | 0 |
Total current liabilities | 61,239 | 57,512 | |
Long-term lease liabilities | 1,080 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total liabilities | 62,319 | 57,512 | |
Commitments and contingencies (Note 9) | 0 | 0 | |
Shareholders' equity: | |||
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share | 9 | 9 | |
Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively | 21 | 21 | |
Additional paid-in capital | 21,765 | 18,277 | |
Retained earnings | 78,584 | 91,659 | |
Total shareholders' equity | 100,379 | 109,966 | |
Total liabilities and shareholders' equity | 162,698 | 167,478 | |
As Previously Reported | |||
Current assets: | |||
Cash and cash equivalents | 53,471 | 104,086 | |
Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively | 2,174 | 1,740 | |
Inventories - finished goods | 18,902 | 19,023 | |
Prepaid expenses and other current assets | 9,656 | 4,719 | |
Prepaid income taxes | 1,457 | 1,883 | |
Total current assets | 85,660 | 131,451 | |
Noncurrent assets: | |||
Property and equipment, net | 26,968 | 26,178 | |
Intangible and other assets, net | 17,181 | 5,860 | |
Goodwill | 22,451 | 0 | |
Operating lease right-of-use assets, net | 1,826 | 0 | |
Deferred tax assets, net | 5,185 | 628 | |
Total noncurrent assets | 73,611 | 32,666 | |
Total assets | 159,271 | 164,117 | |
Current liabilities: | |||
Accounts payable | 25,379 | 25,208 | |
Sales tax payable | 0 | 0 | |
Accrued expenses and other current liabilities | 10,986 | 11,289 | |
Current lease liabilities | 757 | 0 | |
Deferred revenue | 3,573 | 0 | |
Total current liabilities | 40,695 | 36,497 | |
Long-term lease liabilities | 1,080 | 0 | |
Other long-term liabilities | 3,825 | 3,825 | |
Total liabilities | 45,600 | 40,322 | |
Commitments and contingencies (Note 9) | 0 | 0 | |
Shareholders' equity: | |||
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share | 9 | 9 | |
Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively | 21 | 21 | |
Additional paid-in capital | 21,765 | 18,277 | |
Retained earnings | 91,876 | 105,488 | |
Total shareholders' equity | 113,671 | 123,795 | |
Total liabilities and shareholders' equity | 159,271 | 164,117 | |
Restatement Adjustments | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | |
Accounts receivable, less allowance for doubtful accounts of $44 and $35, respectively | 0 | 0 | |
Inventories - finished goods | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | |
Prepaid income taxes | (1,020) | (1,020) | |
Total current assets | (1,020) | (1,020) | |
Noncurrent assets: | |||
Property and equipment, net | 0 | 0 | |
Intangible and other assets, net | 0 | 0 | |
Goodwill | 4,206 | 0 | |
Operating lease right-of-use assets, net | 0 | 0 | |
Deferred tax assets, net | 241 | 4,381 | |
Total noncurrent assets | 4,447 | 4,381 | |
Total assets | 3,427 | 3,361 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Sales tax payable | 24,835 | 26,113 | |
Accrued expenses and other current liabilities | (4,291) | (5,098) | |
Current lease liabilities | 0 | 0 | |
Deferred revenue | 0 | 0 | |
Total current liabilities | 20,544 | 21,015 | |
Long-term lease liabilities | 0 | 0 | |
Other long-term liabilities | (3,825) | (3,825) | |
Total liabilities | 16,719 | 17,190 | |
Commitments and contingencies (Note 9) | 0 | 0 | |
Shareholders' equity: | |||
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share | 0 | 0 | |
Common stock, $.001 par value, 40,000,000 shares authorized; 21,147,006 and 21,084,302 shares issued and outstanding, respectively | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Retained earnings | (13,292) | (13,829) | |
Total shareholders' equity | (13,292) | (13,829) | |
Total liabilities and shareholders' equity | $ 3,427 | $ 3,361 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Consolidated Balance Sheets Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Accounting Changes and Error Corrections [Abstract] | ||
Allowance for doubtful accounts | $ 44 | $ 35 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 2,500 | 2,500 |
Preferred stock, shares outstanding (in shares) | 2,500 | 2,500 |
Preferred stock, liquidation preference (in dollars per share) | $ 4 | $ 4 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 21,147,006 | 21,084,302 |
Common stock, shares outstanding (in shares) | 21,147,006 | 21,084,302 |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements - Consolidated Statements of Operation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 70,999 | $ 65,260 | $ 149,243 | $ 135,302 |
Cost of sales | 50,937 | 46,943 | 106,655 | 97,187 |
Gross profit | 20,062 | 18,317 | 42,588 | 38,115 |
Operating expenses: | ||||
General and administrative | 11,962 | 9,859 | 27,673 | 19,244 |
Advertising | 5,512 | 3,879 | 12,777 | 10,228 |
Depreciation and amortization | 1,713 | 858 | 3,391 | 1,611 |
Total operating expenses | 19,187 | 14,596 | 43,841 | 31,083 |
Income (loss) from operations | 875 | 3,721 | (1,253) | 7,032 |
Other income (expense): | ||||
Interest income (expense), net | 151 | (14) | 345 | (288) |
Other, net | 254 | 261 | 760 | 459 |
Total other income | 405 | 247 | 1,105 | 171 |
Income (loss) before provision for income taxes | 1,280 | 3,968 | (148) | 7,203 |
Provision for income taxes | 565 | 1,087 | 273 | 1,635 |
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.14 | $ (0.02) | $ 0.28 |
Diluted (in dollars per share) | $ 0.03 | $ 0.14 | $ (0.02) | $ 0.27 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Diluted (in shares) | 20,780,455 | 20,343,980 | 20,357,752 | 20,317,522 |
Cash dividends declared per common share (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 70,999 | $ 65,394 | $ 149,243 | $ 135,581 |
Cost of sales | 50,937 | 46,943 | 106,655 | 97,187 |
Gross profit | 20,062 | 18,451 | 42,588 | 38,394 |
Operating expenses: | ||||
General and administrative | 13,278 | 10,753 | 28,989 | 20,104 |
Advertising | 5,512 | 3,879 | 12,777 | 10,228 |
Depreciation and amortization | 1,713 | 858 | ||
Total operating expenses | 20,503 | 15,490 | 45,157 | 31,943 |
Income (loss) from operations | (441) | 2,961 | (2,569) | 6,451 |
Other income (expense): | ||||
Interest income (expense), net | 570 | 388 | 1,190 | 505 |
Other, net | 254 | 261 | 760 | 459 |
Total other income | 824 | 649 | 1,950 | 964 |
Income (loss) before provision for income taxes | 383 | 3,610 | (619) | 7,415 |
Provision for income taxes | 453 | 1,031 | 338 | 2,061 |
Net income (loss) | $ (70) | $ 2,579 | $ (957) | $ 5,354 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0 | $ 0.13 | $ (0.05) | $ 0.26 |
Diluted (in dollars per share) | $ 0 | $ 0.13 | $ (0.05) | $ 0.26 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Diluted (in shares) | 20,382,979 | 20,343,980 | 20,357,752 | 20,317,522 |
Cash dividends declared per common share (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 |
Restatement Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 0 | $ (134) | $ 0 | $ (279) |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 0 | (134) | 0 | (279) |
Operating expenses: | ||||
General and administrative | (1,316) | (894) | (1,316) | (860) |
Advertising | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | ||
Total operating expenses | (1,316) | (894) | (1,316) | (860) |
Income (loss) from operations | 1,316 | 760 | 1,316 | 581 |
Other income (expense): | ||||
Interest income (expense), net | (419) | (402) | (845) | (793) |
Other, net | 0 | 0 | 0 | 0 |
Total other income | (419) | (402) | (845) | (793) |
Income (loss) before provision for income taxes | 897 | 358 | 471 | (212) |
Provision for income taxes | 112 | 56 | (65) | (426) |
Net income (loss) | $ 785 | $ 302 | $ 536 | $ 214 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.01 | $ 0.03 | $ 0.02 |
Diluted (in dollars per share) | $ 0.04 | $ 0.01 | $ 0.03 | $ 0.01 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 0 | 0 | 0 | 0 |
Diluted (in shares) | 397,476 | 0 | 0 | 0 |
Cash dividends declared per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Restatement of Previously Iss_9
Restatement of Previously Issued Financial Statements - Consolidated Cash Flow Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 3,391 | 1,611 | ||
Share based compensation | 3,489 | 3,217 | ||
Deferred income taxes | (146) | (815) | ||
Bad debt expense | 36 | 66 | ||
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||||
Accounts receivable | (345) | 257 | ||
Inventories - finished goods | 3,237 | (1,567) | ||
Prepaid income taxes | 426 | 86 | ||
Prepaid expenses and other current assets | (3,516) | (597) | ||
Operating lease right-of-use assets, net | 394 | 0 | ||
Accounts payable | (5,542) | (3,520) | ||
Sales tax payable | (1,278) | 1,894 | ||
Accrued expenses and other current liabilities | (136) | (1,092) | ||
Lease liabilities | (383) | 0 | ||
Deferred memberships fees received | 579 | 0 | ||
Net cash (used in) provided by operating activities | (215) | 5,108 | ||
Cash flows from investing activities: | ||||
Purchase of minority interest investment in Vetster | 0 | (5,000) | ||
Acquisition of PetCareRx, net of cash acquired | (35,859) | 0 | ||
Purchases of property and equipment | (2,137) | (2,336) | ||
Net cash used in investing activities | (37,996) | (7,336) | ||
Cash flows from financing activities: | ||||
Dividends paid | (12,404) | (12,306) | ||
Net cash used in financing activities | (12,404) | (12,306) | ||
Net decrease in cash and cash equivalents | (50,615) | (14,534) | ||
Cash and cash equivalents, at beginning of year | 104,086 | 111,080 | ||
Cash and cash equivalents, at end of year | 53,471 | 96,546 | 53,471 | 96,546 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 0 | 2,560 | ||
Dividends payable in accrued expenses | 1,513 | 856 | ||
As Previously Reported | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (70) | 2,579 | (957) | 5,354 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 3,391 | 1,611 | ||
Share based compensation | 3,489 | 3,217 | ||
Deferred income taxes | (81) | (389) | ||
Bad debt expense | 36 | 66 | ||
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||||
Accounts receivable | (345) | 257 | ||
Inventories - finished goods | 3,237 | (1,567) | ||
Prepaid income taxes | 426 | 86 | ||
Prepaid expenses and other current assets | (3,516) | (597) | ||
Operating lease right-of-use assets, net | 394 | 0 | ||
Accounts payable | (5,542) | (3,520) | ||
Sales tax payable | 0 | 0 | ||
Accrued expenses and other current liabilities | (943) | 590 | ||
Lease liabilities | (383) | 0 | ||
Deferred memberships fees received | 579 | 0 | ||
Net cash (used in) provided by operating activities | (215) | 5,108 | ||
Cash flows from investing activities: | ||||
Purchase of minority interest investment in Vetster | 0 | (5,000) | ||
Acquisition of PetCareRx, net of cash acquired | (35,859) | 0 | ||
Purchases of property and equipment | (2,137) | (2,336) | ||
Net cash used in investing activities | (37,996) | (7,336) | ||
Cash flows from financing activities: | ||||
Dividends paid | (12,404) | (12,306) | ||
Net cash used in financing activities | (12,404) | (12,306) | ||
Net decrease in cash and cash equivalents | (50,615) | (14,534) | ||
Cash and cash equivalents, at beginning of year | 104,086 | 111,080 | ||
Cash and cash equivalents, at end of year | 53,471 | 96,546 | 53,471 | 96,546 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 0 | 2,560 | ||
Dividends payable in accrued expenses | 1,513 | 856 | ||
Restatement Adjustments | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 785 | 302 | 536 | 214 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 0 | 0 | ||
Share based compensation | 0 | 0 | ||
Deferred income taxes | (65) | (426) | ||
Bad debt expense | 0 | 0 | ||
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||||
Accounts receivable | 0 | 0 | ||
Inventories - finished goods | 0 | 0 | ||
Prepaid income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Operating lease right-of-use assets, net | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Sales tax payable | (1,278) | 1,894 | ||
Accrued expenses and other current liabilities | 807 | (1,682) | ||
Lease liabilities | 0 | 0 | ||
Deferred memberships fees received | 0 | 0 | ||
Net cash (used in) provided by operating activities | 0 | 0 | ||
Cash flows from investing activities: | ||||
Purchase of minority interest investment in Vetster | 0 | 0 | ||
Acquisition of PetCareRx, net of cash acquired | 0 | 0 | ||
Purchases of property and equipment | 0 | 0 | ||
Net cash used in investing activities | 0 | 0 | ||
Cash flows from financing activities: | ||||
Dividends paid | 0 | 0 | ||
Net cash used in financing activities | 0 | 0 | ||
Net decrease in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents, at beginning of year | 0 | 0 | ||
Cash and cash equivalents, at end of year | $ 0 | $ 0 | 0 | 0 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 0 | 0 | ||
Dividends payable in accrued expenses | $ 0 | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2023 USD ($) reporting_unit | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Deferred revenue | $ | $ 3,573 | $ 3,200 | $ 0 |
Number of reporting units | reporting_unit | 1 | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 7 years |
Revenue Recognition (As Resta_3
Revenue Recognition (As Restated) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | $ 3,573 | $ 3,200 | $ 3,573 | $ 0 | ||
Membership fees earned | $ 70,999 | $ 65,260 | $ 149,243 | $ 135,302 | ||
Membership fees | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Annual membership fees renewal period | 1 year | 1 year | ||||
Revenue recognition period | 1 year | 1 year | ||||
Deferred membership fee revenue recognized | $ 1,700 | $ 1,800 | $ 3,500 | |||
Membership fees earned | 2,424 | $ 0 | 4,810 | $ 0 | ||
Membership fees | Partner Program | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Membership fees earned | $ 700 | $ 1,300 |
Revenue Recognition (As Resta_4
Revenue Recognition (As Restated) - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Contract With Customer, Liability, Current [Roll Forward] | ||||
Deferred revenue, beginning balance | $ 3,200 | $ 0 | $ 0 | |
Deferred memberships fees received | 579 | $ 0 | ||
Deferred revenue, ending balance | 3,573 | 3,200 | 3,573 | |
PetCareRx | ||||
Contract With Customer, Liability, Current [Roll Forward] | ||||
Deferred revenue acquired with PetCareRx | 3,000 | |||
Membership fees | ||||
Contract With Customer, Liability, Current [Roll Forward] | ||||
Deferred memberships fees received | 2,100 | 2,000 | ||
Deferred membership fee revenue recognized | $ (1,700) | $ (1,800) | $ (3,500) |
Revenue Recognition (As Resta_5
Revenue Recognition (As Restated) - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Sales | $ 70,999 | $ 65,260 | $ 149,243 | $ 135,302 |
Sales, percentage | 100% | 100% | 100% | 100% |
Sales, variance | $ 5,739 | $ 13,941 | ||
Sales, variance, percentage | 8.80% | 10.30% | ||
Reorder sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales | $ 62,403 | $ 59,607 | $ 130,441 | $ 122,815 |
Sales, percentage | 87.90% | 91.30% | 87.40% | 90.80% |
Sales, variance | $ 2,796 | $ 7,626 | ||
Sales, variance, percentage | 4.70% | 6.20% | ||
New order sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales | $ 6,172 | $ 5,653 | $ 13,992 | $ 12,487 |
Sales, percentage | 8.70% | 8.70% | 9.40% | 9.20% |
Sales, variance | $ 519 | $ 1,505 | ||
Sales, variance, percentage | 9.20% | 12.10% | ||
Membership fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales | $ 2,424 | $ 0 | $ 4,810 | $ 0 |
Sales, percentage | 3.40% | 0% | 3.20% | 0% |
Sales, variance | $ 2,424 | $ 4,810 | ||
Sales, variance, percentage | 0% | 0% |
Acquisition (As Restated) - Nar
Acquisition (As Restated) - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 03, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 26,657 | |
PetCareRx | |||
Business Acquisition [Line Items] | |||
Percentage of equity interests acquired | 100% | ||
Purchase price consideration | $ 36,100 | ||
Goodwill | $ 26,657 | ||
Discount rate applied to intangible assets acquired | 0.12 | ||
Acquisition related costs incurred | $ 1,700 | ||
Acquisition related costs | $ 500 |
Acquisition (As Restated) - Sch
Acquisition (As Restated) - Schedule of Assets Acquired, Liabilities Assumed and Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Apr. 03, 2023 | Mar. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 26,657 | $ 0 | |
PetCareRx | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 220 | ||
Accounts receivable, net | 125 | ||
Other receivables | 506 | ||
Inventory | 3,116 | ||
Other current assets | 835 | ||
Property and equipment | 1,065 | ||
Deferred tax assets, net | 270 | ||
Goodwill | 26,657 | ||
Intangible assets, net | 12,300 | ||
Right of use assets | 2,220 | ||
Other assets | 80 | ||
Total assets | 47,394 | ||
Accounts payable | 5,713 | ||
Accrued liabilities | 131 | ||
Deferred revenue | 2,993 | ||
Other current liabilities | 258 | ||
Lease liabilities | 2,220 | ||
Total liabilities | 11,315 | ||
Total purchase consideration | $ 36,079 |
Acquisition (As Restated) - Pro
Acquisition (As Restated) - Pro-Forma Information (Details) - PetCareRx $ in Thousands | 6 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 157,355 |
Net income | $ 2,194 |
Net (Loss) Income Per Share (_3
Net (Loss) Income Per Share (As Restated) - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) (numerator): | ||||
Net income (loss) | $ 715 | $ 2,881 | $ (421) | $ 5,568 |
Shares (denominator): | ||||
Weighted average number of common shares outstanding used in basic computation (in shares) | 20,382,979 | 20,261,114 | 20,357,752 | 20,234,904 |
Common shares issuable upon vesting of restricted stock (in shares) | 387,351 | 72,741 | 0 | 72,493 |
Common shares issuable upon conversion of preferred shares (in shares) | 10,125 | 10,125 | 0 | 10,125 |
Shares used in diluted computation (in shares) | 20,780,455 | 20,343,980 | 20,357,752 | 20,317,522 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.14 | $ (0.02) | $ 0.28 |
Diluted (in dollars per share) | $ 0.03 | $ 0.14 | $ (0.02) | $ 0.27 |
Net (Loss) Income Per Share (_4
Net (Loss) Income Per Share (As Restated) - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Shares Issuable Upon Vesting of Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 435,558 | 261,228 | 842,714 | 261,228 |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 10,125 | 0 | 10,125 | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Initial grant percentage based on performance targets | 0% | ||||||
Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Initial grant percentage based on performance targets | 200% | ||||||
Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Non-vested restricted shares issued and outstanding (in shares) | 725,529 | 725,529 | 752,829 | ||||
Restricted Stock | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted Stock | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
RSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 85,380 | ||||||
Compensation expense | $ 0.1 | $ 0 | $ 0.1 | $ 0 | |||
Total grant-date fair value | 0.9 | 0 | $ 1.1 | 0 | |||
RSUs | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
RSUs | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
PSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 12,000 | ||||||
Compensation expense | 0 | 0 | $ 0 | 0 | |||
Total grant-date fair value | $ 0 | 0 | $ 0.1 | 0 | |||
PSUs | Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
PSUs | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
2016 Employee Plan | Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Restricted common shares issued (in shares) | 962,240 | ||||||
Non-vested restricted shares issued and outstanding (in shares) | 625,247 | 625,247 | 684,200 | ||||
2016 Employee Plan | Restricted Stock | Chief Executive Officer | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 90,000 | ||||||
2016 Employee Plan | Performance Restricted Stock | Chief Executive Officer | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 510,000 | ||||||
Hurdle period | 3 years | ||||||
2022 Employee Plan | Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Restricted common shares issued (in shares) | 75,742 | ||||||
Restricted stock issued, net of forfeitures (in shares) | 0 | ||||||
Non-vested restricted shares issued and outstanding (in shares) | 75,742 | 75,742 | 0 | ||||
2022 Employee Plan | RSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 55,380 | ||||||
2022 Employee Plan | RSUs | Chief Financial Officer | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 11,750 | ||||||
Vesting period | 3 years | ||||||
Initial grant percentage based on performance targets | 33.33333% | ||||||
2022 Employee Plan | RSUs | Chief Financial Officer | Fiscal Year 2023 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 3,750 | ||||||
2022 Employee Plan | RSUs | Chief Financial Officer | Fiscal Year 2024 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 8,000 | ||||||
2022 Employee Plan | PSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 12,000 | ||||||
2022 Employee Plan | PSUs | Chief Financial Officer | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 8,000 | ||||||
Vesting period | 3 years | ||||||
2022 Employee Plan | PSUs | Chief Financial Officer | Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 8,000 | ||||||
Initial grant percentage based on performance targets | 100% | ||||||
2022 Employee Plan | PSUs | Chief Financial Officer | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 4,000 | ||||||
Initial grant percentage based on performance targets | 50% | ||||||
2022 Employee Plan | PSUs | Chief Financial Officer | Share-Based Payment Arrangement, Tranche Three | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 2,000 | ||||||
Initial grant percentage based on performance targets | 25% | ||||||
2022 Employee Plan | PSUs | Chief Financial Officer | Share-Based Payment Arrangement, Tranche Four | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 2,000 | ||||||
Initial grant percentage based on performance targets | 0% | ||||||
2015 Director Plan | Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Restricted common shares issued (in shares) | 225,251 | ||||||
Restricted stock issued, net of forfeitures (in shares) | 0 | ||||||
Non-vested restricted shares issued and outstanding (in shares) | 24,540 | 24,540 | 68,629 | ||||
2015 Director Plan | RSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issued shares (in shares) | 30,000 | 30,000 | |||||
2016 Employee Plan and 2015 Director Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Compensation expense | $ 1.7 | 1.7 | $ 3.5 | 3.2 | |||
2016 Employee Plan and 2015 Director Plan | Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 7.7 | $ 12.2 | $ 7.7 | $ 12.2 | |||
Non-vested restricted shares issued and outstanding (in shares) | 725,529 | 776,928 | 725,529 | 776,928 | |||
2016 Employee Plan and 2015 Director Plan | Restricted Stock | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Recognition period | 1 year | ||||||
2016 Employee Plan and 2015 Director Plan | Restricted Stock | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Recognition period | 3 years |
Stock-Based Compensation - Roll
Stock-Based Compensation - Rollforward of Restricted Stock Awards (Details) - Restricted Stock | 6 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested beginning balance (in shares) | 752,829 |
Granted and issued (in shares) | 89,765 |
Vested (in shares) | (90,004) |
Forfeited (in shares) | (27,061) |
Non-vested ending balance (in shares) | 725,529 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested beginning balance (in dollars per share) | $ / shares | $ 27.73 |
Granted and issued (in dollars per share) | $ / shares | 16.06 |
Vested (in dollars per share) | $ / shares | 27.21 |
Forfeited (in dollars per share) | $ / shares | 26.47 |
Non-vested ending balance (in dollars per share) | $ / shares | $ 24.01 |
2015 Director Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested beginning balance (in shares) | 68,629 |
Granted and issued (in shares) | 1,623 |
Vested (in shares) | (28,585) |
Forfeited (in shares) | (17,127) |
Non-vested ending balance (in shares) | 24,540 |
2016 Employee Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested beginning balance (in shares) | 684,200 |
Granted and issued (in shares) | 12,400 |
Vested (in shares) | (61,419) |
Forfeited (in shares) | (9,934) |
Non-vested ending balance (in shares) | 625,247 |
2022 Employee Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested beginning balance (in shares) | 0 |
Granted and issued (in shares) | 75,742 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Non-vested ending balance (in shares) | 75,742 |
Stock-Based Compensation - Ro_2
Stock-Based Compensation - Rollforward of RSU and PSU Activity (Details) | 6 Months Ended | |
Sep. 30, 2023 $ / shares shares | Mar. 31, 2023 shares | |
RSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | shares | 85,380 | 0 |
Granted (in shares) | shares | 85,380 | |
Vested and issued (in shares) | shares | 0 | |
Forfeited (in shares) | shares | 0 | |
Ending balance (in shares) | shares | 85,380 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning Balance (in dollars per share) | $ / shares | $ 0 | |
Granted (in dollars per share) | $ / shares | 12.66 | |
Vested and issued (in dollars per share) | $ / shares | 0 | |
Forfeited (in dollars per share) | $ / shares | 0 | |
Ending Balance (in dollars per share) | $ / shares | $ 12.66 | |
PSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | shares | 12,000 | 0 |
Granted (in shares) | shares | 12,000 | |
Vested and issued (in shares) | shares | 0 | |
Forfeited (in shares) | shares | 0 | |
Performance adjustment (in shares) | shares | 0 | |
Ending balance (in shares) | shares | 12,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning Balance (in dollars per share) | $ / shares | $ 0 | |
Granted (in dollars per share) | $ / shares | 11.35 | |
Vested and issued (in dollars per share) | $ / shares | 0 | |
Forfeited (in dollars per share) | $ / shares | 0 | |
Performance adjustment (in dollars per share) | $ / shares | 0 | |
Ending Balance (in dollars per share) | $ / shares | $ 11.35 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents | $ 53,471 | $ 104,086 |
Intangible and Other Assets, _3
Intangible and Other Assets, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Oct. 03, 2023 | Apr. 19, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Gross Value | |||||||
Intangibles | $ 13,160,000 | $ 13,160,000 | $ 860,000 | ||||
Accumulated Amortization | (979,000) | (979,000) | |||||
Net Carrying Value | |||||||
Intangibles | 12,181,000 | 12,181,000 | 860,000 | ||||
Intangibles and Other Assets | |||||||
Intangible and other assets, Gross Value | 18,160,000 | 18,160,000 | 5,860,000 | ||||
Accumulated Amortization | (979,000) | (979,000) | 0 | ||||
Intangible and Other Assets, Net Carrying Value | 17,181,000 | 17,181,000 | 5,860,000 | ||||
Amortization expense | 500,000 | $ 0 | 1,000,000 | $ 0 | |||
Partnership Agreement with Vetster | |||||||
Other Assets | |||||||
Initial minority interest investment in Vetster | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | 5,000,000 | |||
Intangibles and Other Assets | |||||||
Term of agreement | 3 years | ||||||
Minority interest purchased, percent | 5% | ||||||
Partnership Agreement with Vetster | Subsequent Event | |||||||
Other Assets | |||||||
Initial minority interest investment in Vetster | $ 5,300,000 | ||||||
Intangibles and Other Assets | |||||||
Minority interest purchased, percent | 4.80% | ||||||
Payments for additional shares in Vetster | $ 300,000 | ||||||
Customer Relationships -PetCareRx | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Life | 7 years | 7 years | |||||
Gross Value | |||||||
Finite-lived intangibles | $ 6,700,000 | $ 6,700,000 | |||||
Accumulated Amortization | (479,000) | (479,000) | |||||
Net Carrying Value | |||||||
Finite-lived intangibles | $ 6,221,000 | $ 6,221,000 | |||||
Weighted Average Remaining Useful Life (Years) | 6 years 9 months | 6 years 9 months | |||||
Developed Technology - PetCareRx | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful Life | 3 years | 3 years | |||||
Gross Value | |||||||
Finite-lived intangibles | $ 3,000,000 | $ 3,000,000 | |||||
Accumulated Amortization | (500,000) | (500,000) | |||||
Net Carrying Value | |||||||
Finite-lived intangibles | $ 2,500,000 | $ 2,500,000 | |||||
Weighted Average Remaining Useful Life (Years) | 2 years 9 months | 2 years 9 months | |||||
Toll-free telephone number | |||||||
Gross Value | |||||||
Indefinite-lived intangibles | $ 375,000 | $ 375,000 | 375,000 | ||||
Net Carrying Value | |||||||
Indefinite-lived intangibles | 375,000 | 375,000 | 375,000 | ||||
Internet domain names | |||||||
Gross Value | |||||||
Indefinite-lived intangibles | 485,000 | 485,000 | 485,000 | ||||
Net Carrying Value | |||||||
Indefinite-lived intangibles | 485,000 | 485,000 | $ 485,000 | ||||
Trade Names - PetCareRx | |||||||
Gross Value | |||||||
Indefinite-lived intangibles | 2,600,000 | 2,600,000 | |||||
Net Carrying Value | |||||||
Indefinite-lived intangibles | $ 2,600,000 | $ 2,600,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2023 |
Lessee, Lease, Description [Line Items] | |
Weighted average remaining lease term | 3 years 2 months 12 days |
Lease discount rate | 3.80% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 5 years |
Lease option to extend period | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 10 years |
Lease option to extend period | 5 years |
Leases - Lease Costs and Activi
Leases - Lease Costs and Activity (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost - fixed | $ 431 |
Operating lease costs - variable | 28 |
Total lease cost | 459 |
Cash paid for the amounts included in the measurement of operating lease liabilities | 419 |
Right-of-use assets obtained in exchange for new operating lease liabilities as a result of acquisition | $ 2,220 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Six months ending March 31, 2024 | $ 412 |
2025 | 501 |
2026 | 488 |
2027 | 502 |
2028 | 42 |
Total lease payments | 1,945 |
Less: Imputed Interest | (108) |
Present value of lease liabilities | $ 1,837 |
Changes in Shareholders' Equi_3
Changes in Shareholders' Equity (As Restated) - Schedule of Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | $ 109,966 | $ 109,966 | ||||
Net income (loss) | $ 715 | $ 2,881 | (421) | $ 5,568 | ||
Ending balance | 100,379 | 100,379 | ||||
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 21 | 21 | 21 | $ 21 | 21 | 21 |
Ending balance | 21 | 21 | 21 | 21 | 21 | 21 |
Additional Paid-In Capital | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 20,037 | 18,277 | 13,196 | 11,660 | 18,277 | 11,660 |
Share based compensation | 1,728 | 1,760 | 1,681 | 1,536 | ||
Ending balance | 21,765 | 20,037 | 14,877 | 13,196 | 21,765 | 14,877 |
Retained Earnings | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 84,177 | 91,659 | 108,150 | 111,760 | 91,659 | 111,760 |
Dividends declared | (6,308) | (6,346) | (6,307) | (6,297) | ||
Net income (loss) | 715 | (1,136) | 2,881 | 2,687 | ||
Ending balance | $ 78,584 | $ 84,177 | $ 104,724 | $ 108,150 | $ 78,584 | $ 104,724 |
Changes in Shareholders' Equi_4
Changes in Shareholders' Equity (As Restated) - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Shares repurchased and retired (in shares) | 0 | 0 |
Remaining authorized repurchase amount | $ 28.7 |
Income Taxes (As Restated) (Det
Income Taxes (As Restated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 03, 2023 | |
Income Tax Contingency [Line Items] | |||||
Provision for income taxes | $ 565 | $ 1,087 | $ 273 | $ 1,635 | |
Effective income tax rate, percent | 44.10% | 27.40% | (184.50%) | 22.70% | |
PetCareRx | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforward | $ 96,000 | ||||
Disallowed interest expense | 1,900 | ||||
Total operating loss carryforward and disallowed interest expense | $ 14,500 | ||||
PetCareRx | |||||
Income Tax Contingency [Line Items] | |||||
Percentage of equity interests acquired | 100% |
Subsequent Events (Details)
Subsequent Events (Details) - Partnership Agreement with Vetster - USD ($) $ in Thousands | Oct. 03, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Apr. 19, 2022 |
Subsequent Event [Line Items] | ||||
Minority interest investment in Vetster | $ 5,000 | $ 5,000 | $ 5,000 | |
Minority interest purchased, percent | 5% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payments for additional shares in Vetster | $ 300 | |||
Minority interest investment in Vetster | $ 5,300 | |||
Minority interest purchased, percent | 4.80% |