Executive Summary

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



The Company markets its products through national advertising campaigns which
aim to increase the recognition of the "1-800-PetMeds" brand name, and "PetMeds"
family of trademarks, increase traffic on its website at www.1800petmeds.com,
acquire new customers, and maximize repeat purchases. Approximately 84% of all
sales were generated via the Internet for both the quarters ended December 31,
2019 and 2018. The Company's sales consist of products sold mainly to retail
consumers. The three-month average purchase was approximately $85 and $84 per
order for the quarters ended December 31, 2019 and 2018, respectively, and for
the nine months ended December 31, 2019 and 2018, the average purchase was
approximately $86 and $87 per order, respectively.



Critical Accounting Policies





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



Revenue recognition



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



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



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



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Valuation of inventory



Inventories consist of prescription and non-prescription pet medications and pet
supplies that are available for sale and are priced at the lower of cost or net
realizable value using a weighted average cost method. The Company writes down
its inventory for estimated obsolescence. The inventory reserve was
approximately $61,000 at December 31, 2019 compared to $54,000 at March 31,
2019.



Advertising



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



Accounting for income taxes



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



Results of Operations


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





                                             Three Months Ended          Nine Months Ended
                                                December 31,                December 31,
                                              2019          2018          2019         2018

Sales                                           100.0 %      100.0 %        100.0 %     100.0 %
Cost of sales                                    70.5         67.7           71.6        65.9

Gross profit                                     29.5         32.3           28.4        34.1

Operating expenses:
General and administrative                       10.1          9.6            9.0         8.7
Advertising                                       5.3          6.0            7.9         7.1
Depreciation                                      0.9          0.9            0.8         0.8
Total operating expenses                         16.3         16.5           17.7        16.6

Income from operations                           13.2         15.8           10.7        17.5

Total other income                                1.2          1.2            1.1         1.0

Income before provision for income taxes 14.4 17.0


 11.8        18.5

Provision for income taxes                        3.0          4.0            2.8         4.3

Net income                                       11.4 %       13.0 %          9.0 %      14.2 %




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Three Months Ended December 31, 2019 Compared With Three Months Ended December 31, 2018, and Nine Months Ended December 31, 2019 Compared With Nine Months Ended December 31, 2018





Sales



Sales were relatively flat at $59.9 million and $60.1 million for the quarters
ended December 31, 2019 and 2018, respectively. For the nine months ended
December 31, 2019, sales decreased by approximately $9.0 million, or 4.1%, to
approximately $209.8 million compared to $218.9 million for the nine months
ended December 31, 2018. The decrease in sales for the nine months ended
December 31, 2019 was primarily due to decreased new orders and reorder sales.
The Company acquired approximately 76,000 new customers for the quarter ended
December 31, 2019, compared to approximately 81,000 new customers for the same
period the prior year. For the nine months ended December 31, 2019 the Company
acquired approximately 313,000 new customers, compared to 366,000 new customers
for the nine months ended December 31, 2018. The following chart illustrates
sales by various sales classifications:





                                  Three Months Ended December 31,
Sales (In thousands)     2019          %          2018          %        $ Variance      % Variance


Reorder Sales          $ 53,808        89.8 %   $ 53,289        88.7 %   $       519             1.0 %
New Order Sales           6,107        10.2 %      6,779        11.3 %          (672 )          -9.9 %

Total Net Sales        $ 59,915       100.0 %   $ 60,068       100.0 %   $      (153 )          -0.3 %

Internet Sales         $ 50,000        83.5 %   $ 50,701        84.4 %   $      (701 )          -1.4 %
Contact Center Sales      9,915        16.5 %      9,367        15.6 %           548             5.9 %

Total Net Sales        $ 59,915       100.0 %   $ 60,068       100.0 %   $      (153 )          -0.3 %




                                       Nine Months Ended December 31,
Sales (In thousands)      2019            %           2018            %          $ Variance       % Variance

Reorder Sales           $ 183,401          87.4 %   $ 185,866          84.9 %   $     (2,465 )           -1.3 %
New Order Sales            26,438          12.6 %      32,988          15.1 %         (6,550 )          -19.9 %

Total Net Sales         $ 209,839         100.0 %   $ 218,854         100.0 %   $     (9,015 )           -4.1 %

Internet Sales          $ 175,476          83.6 %   $ 185,320          84.7 %   $     (9,844 )           -5.3 %
Contact Center Sales       34,363          16.4 %      33,534          15.3 %            829              2.5 %

Total Net Sales         $ 209,839         100.0 %   $ 218,854         100.0 %   $     (9,015 )           -4.1 %




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



Cost of sales



Cost of sales increased by approximately $1.5 million, or 3.8%, to approximately
$42.2 million for the quarter ended December 31, 2019, from approximately $40.7
million for the quarter ended December 31, 2018. For the nine months ended
December 31, 2019, cost of sales increased by approximately $6.0 million, or
4.2%, to approximately $150.3 million compared to $144.3 million for the same
period in the prior year. Cost of sales as a percent of sales was 70.5% and
67.7% for the quarters ended December 31, 2019 and 2018, respectively, and for
the nine months ended December 31, 2019 and 2018 the cost of sales was 71.6% and
65.9%, respectively. The cost of sales increases and percentage increases can be
attributed to price reductions given to customers to stimulate sales in response
to increased online competition, and an increase to product costs during the
quarter and nine months ended December 31, 2019. One of our long-term strategic
initiatives and primary purchasing goals has always been to have direct
purchasing relationships with the major manufacturers. We now have direct
relationships with all major manufacturers.



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Gross profit



Gross profit decreased by approximately $1.7 million, or 8.7%, to approximately
$17.7 million for the quarter ended December 31, 2019, from approximately $19.4
million for the quarter ended December 31, 2018. For the nine months ended
December 31, 2019 gross profit decreased by approximately $15.0 million, or 20%,
to approximately $59.6 million, compared to $74.6 million for the same period in
the prior year. The decrease in gross profit for the quarter and nine months
ended December 31, 2019 is directly related to a decrease in sales and price
reductions. Gross profit as a percentage of sales was 29.5% and 32.3% for the
three months ended December 31, 2019 and 2018, respectively, and for the nine
months ended December 31, 2019 and 2018, gross profit was 28.4% and 34.1%,
respectively. The gross profit percentage decreases for the quarter and nine
months ended December 31, 2019 can be mainly attributed to price reductions
given to customers to stimulate sales in response to increased online
competition, and an increase to product costs during the quarter and nine
months. We now have direct relationships with all major manufacturers and these
manufacturers have minimum advertised price policies which should cause a
general price discipline in the online market. Over the past three sequential
quarters gross margin percentages have increased from 27.3% in June 2019, to
28.6% in September 2019, and to 29.5% in December 2019.



General and administrative expenses





General and administrative expenses increased by approximately $247,000, or
4.3%, to approximately $6.0 million for the quarter ended December 31, 2019,
compared to $5.8 million for the quarter ended December 31, 2018. The increase
in general and administrative expenses for the quarter primarily related to an
increase in payroll expenses in the customer care, pharmacy, and information
technology departments. General and administrative expenses as a percentage of
sales was 10.1% and 9.6% for the quarters ended December 31, 2019 and 2018,
respectively. General and administrative expenses were relatively flat at
approximately $18.9 million for both the nine months ended December 31, 2019 and
2018.  General and administrative expenses as a percentage of sales was 9.0% and
8.7% for the nine months ended December 31, 2019 and 2018, respectively.  The
percentage increase for the nine months ended December 31, 2019 was primarily
related to decreased sales in the nine month period.



Advertising expenses



Advertising expenses decreased by approximately $456,000, or 12.6%, to
approximately $3.2 million for the quarter ended December 31, 2019, from
approximately $3.6 million for the quarter ended December 31, 2018. For the nine
months ended December 31, 2019, advertising expenses increased by approximately
$917,000, or 5.9%, to approximately $16.5 million compared to advertising
expenses of approximately $15.6 million for the nine months ended December 31,
2018. The advertising expenditures for the three and nine months ended December
31, 2019 were intended to stimulate sales and acquire new customers. The
advertising costs of acquiring a new customer, defined as total advertising
costs divided by new customers acquired, decreased to $42 for the quarter ended
December 31, 2019 compared to $45 for the quarter ended December 31, 2018. For
the nine months ended December 31, 2019 and 2018 the advertising costs of
acquiring a new customer were $53 and $43, respectively. The decrease to
customer acquisition costs for the quarter ended December 31, 2019 can be
attributed to reduced advertising expenses compared to the same quarter in the
prior year. The increase to customer acquisition costs for the nine months ended
December 31, 2019 can be attributed to increased advertising costs, primarily
television advertising, and a lower-than-expected consumer response in the June
2019 and September 2019 quarters, which may be attributed to increased online
competition. Advertising cost of acquiring a new customer can be impacted by the
advertising environment, the effectiveness of our advertising creative,
advertising spending, and price competition. Historically, the advertising
environment fluctuates due to supply and demand. A more favorable advertising
environment may positively impact future sales, whereas a less favorable
advertising environment may negatively impact future sales.



As a percentage of sales, advertising expense was 5.3% and 6.0% for the quarters
ended December 31, 2019 and 2018, respectively, and for the nine months ended
December 31, 2019 and 2018 advertising expense was 7.9% and 7.1%, respectively.
The decrease in advertising expense as a percentage of total sales for the
quarter ended December 31, 2019 can be attributed to decreased advertising
expense in the quarter. The increase in advertising expense as a percentage of
total sales for the nine months ended December 31, 2019 can be attributed to
increased television advertising expense in the June 2019 quarter. The Company
currently anticipates advertising as a percentage of sales to be approximately
8.0% for fiscal 2020. However, the advertising percentage will fluctuate quarter
to quarter due to seasonality and advertising availability.



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Depreciation



Depreciation expense for the quarter ended December 31, 2019 increased slightly
by approximately $6,000 to $562,000 compared to $556,000 for the quarter ended
December 31, 2018. For both of the nine months ended December 31, 2019 and 2018
depreciation expense were approximately $1.7 million. The increases to
depreciation expense for the quarter and nine months ended December 31, 2019 can
be attributed to new property and equipment additions.



Other income



Other income decreased slightly by approximately $41,000, to approximately
$722,000 for the quarter ended December 31, 2019 from approximately $763,000 for
the quarter ended December 31, 2018. For the nine months ended December 31, 2019
other income increased by approximately $167,000, to approximately $2.3 million
compared to approximately $2.1 million for the same period in the prior year.
The decrease to other income for the quarter ended December 31, 2019 was
primarily related to decreased interest income due to decreased interest rates
compared to the prior year. The increase to other income for the nine months
ended December 31, 2019 was primarily related to increased interest income due
to higher interest rates in the June and September quarters. Interest income may
decrease in the future as the Company utilizes its cash balances on its share
repurchase plan, with approximately $28.7 million remaining as of December 31,
2019, on any quarterly dividend payment, on its operating activities, or with
further decreases in interest rates.



Provision for income taxes



For the quarters ended December 31, 2019 and 2018, the Company recorded an
income tax provision of approximately $1.8 million and $2.4 million,
respectively, and for the nine months ended December 31, 2019 and 2018, the
Company recorded an income tax provision of approximately $5.9 million and $9.4
million, respectively. The effective tax rate for the quarter ended December 31,
2019 was approximately 21.0% compared to 23.5% for the quarter ended December
31, 2018, and the effective tax rate for the nine months ended December 31, 2019
was approximately 23.9%, compared to 23.2% for the nine months ended December
31, 2018. The decrease to the income tax provision and effective rate for the
quarter ended December 31, 2019 was due to a reduction in the Florida state
corporate income tax rate, and a one-time income tax benefit of $96,000 related
to the reconciliation of the Company's tax return for the fiscal year ending
March 31, 2019. The increase to the effective rate for the nine months ended
December 31, 2019 can be attributed to a $322,000 income tax charge related to
restricted stock compensation which was recognized in September 2019.



Liquidity and Capital Resources





The Company's working capital at December 31, 2019 and March 31, 2019 was $102.0
million and $107.8 million, respectively. The $5.8 million decrease in working
capital was primarily attributable to the share buyback and dividends paid in
the period, offset by cash flow generated from operations. Net cash provided by
operating activities was $21.6 million and $32.0 million for the nine months
ended December 31, 2019 and 2018, respectively. This change can be mainly
attributed to a decrease in the Company's net income for the nine months ended
December 31, 2019. Net cash used in investing activities increased to $1.8
million for the nine months ended December 31, 2019, compared to net cash used
in investing activities of $507,000 for the nine months ended December 31, 2018.
The increase in investing activities relates to increased asset additions during
the period. Net cash used in financing activities was $27.9 million for the nine
months ended December 31, 2019, compared to $16.3 million for the same period in
the prior year. The increase to financing activities relates to the Company
purchasing approximately 613,000 shares of its common stock for approximately
$11.5 million during the June quarter and the remaining increase to financing
activities related to an increase in the dividend paid in the nine months ended
December 31, 2019.



At December 31, 2019, the Company had approximately $28.7 million remaining
under the Company's share repurchase plan. Subsequent to December 31, 2019, on
January 21, 2020 our Board of Directors declared a quarterly dividend of $0.27
per share. The Board established a February 3, 2020 record date and a February
14, 2020 payment date. Depending on future market conditions the Company may
utilize its cash and cash equivalents on the remaining balance of its current
share repurchase plan, on dividends, or on its operating activities.



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At December 31, 2019, the Company had no material outstanding lease commitments.
See Note 1, Recent Accounting Pronouncements, to the Condensed Consolidated
Financial Statements within this Form 10-Q for the Company's disclosure related
to leases. We are not currently bound by any long or short term agreements for
the purchase or lease of capital expenditures. Any material amounts expended for
capital expenditures would be the result of an increase in the capacity needed
to adequately provide for any increase in our business. To date we have paid for
any needed additions to our capital equipment infrastructure from working
capital funds and anticipate this being the case in the future. Presently, we
have approximately $3.3 million forecasted for capital expenditures for the
remainder of fiscal 2020, the majority of which will be invested in our
e-commerce platform to better service our customers, which will be funded
through cash from operations. The Company's primary source of working capital is
cash from operations. The Company presently has no need for alternative sources
of working capital, and has no commitments or plans to obtain additional
capital.



Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements at December 31, 2019.

Cautionary Statement Regarding Forward-Looking Information





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

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