The following is a discussion of our results of operations and current financial
condition. This should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements and related notes included elsewhere
in this Quarterly Report on Form 10-Q and our audited consolidated financial
statements for the year ended December 31, 2021 and related notes included in
the annual report for PetIQ, Inc., filed with the Securities and Exchange
Commission (the "SEC") on Form 10-K for the year ended December 31, 2021. This
discussion contains forward-looking statements that reflect our plans,
estimates, and beliefs and involve numerous risks and uncertainties. Actual
results may differ materially from those contained in any forward-looking
statements. See "Cautionary Note Regarding Forward-Looking Statements."

Business Overview -

PetIQ is a leading pet medication and wellness company delivering a smarter way
for pet parents to help their pets live their best lives through convenient
access to affordable veterinary products and services. We engage with customers
through more than 60,000 points of distribution across retail and e-commerce
channels with our branded and distributed medications as well as health and
wellness items, which are further supported by our world-class medications
manufacturing facility in Omaha, Nebraska and health and wellness manufacturing
facility in Springville, Utah. Our national service platform, operates in over
2,600 retail partner locations in 41 states, providing cost effective and
convenient veterinary wellness services. PetIQ believes that pets are an
important part of the family and deserve the best products and care that we can
give them.
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We have two reporting segments: (i) Products; and (ii) Services. The Products
segment consists of our manufacturing and distribution business. The Services
segments consists of veterinary services and products provided by the Company
directly to consumers.

We are the sole managing member of PetIQ Holdings, LLC ("HoldCo"), a Delaware
limited liability company, which is the sole member of PetIQ, LLC ("Opco") and,
through Holdco, operate and control all of the business and affairs of Opco.

Results of Operations



The following tables set forth our condensed consolidated statements of
operations in dollars and as a percentage of net sales for the periods
presented:

                                                    For the Three Months Ended                   % of Net Sales
$'s in 000's                                      June 30, 2022     June 30, 2021      June 30, 2022        June 30, 2021
Product sales                                   $      219,014    $      242,857           86.9%                89.6%
Services revenue                                        33,000            28,154           13.1%                10.4%
Total net sales                                        252,014           271,011           100.0%               100.0%
Cost of products sold                                  163,568           185,837           64.9%                68.6%
Cost of services                                        26,472            25,546           10.5%                 9.4%
Total cost of sales                                    190,040           211,383           75.4%                78.0%
Gross profit                                            61,974            59,628           24.6%                22.0%
Selling, general and administrative expenses            50,595            43,142           20.1%                15.9%
Operating income                                        11,379            16,486            4.5%                 6.1%
Interest expense, net                                    6,299             7,655            2.5%                 2.8%
Loss on debt extinguishment                                  -             5,453             -%                  2.0%
Other income, net                                         (201)             (451)          (0.1)%               (0.2)%
Total other expense, net                                 6,098            12,657            2.4%                 4.7%
Pretax net income                                        5,281             3,829            2.1%                 1.4%
Income tax (expense) benefit                              (603)              205           (0.2)%                0.1%
Net income                                               4,678             4,034            1.9%                 1.5%



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                                                       For the Six Months Ended                      % of Net Sales
$'s in 000's                                        June 30, 2022       June 30, 2021      June 30, 2022        June 30, 2021
Product sales                                   $     466,764         $      472,891           88.5%                90.0%
Services revenue                                       60,945                 52,467           11.5%                10.0%
Total net sales                                       527,709                525,358           100.0%               100.0%
Cost of products sold                                 354,419                368,664           67.2%                70.2%
Cost of services                                       53,681                 49,267           10.2%                 9.4%
Total cost of sales                                   408,100                417,931           77.3%                79.6%
Gross profit                                          119,609                107,427           22.7%                20.4%
Selling, general and administrative expenses           98,831                 83,814           18.7%                16.0%
Operating income                                       20,778                 23,613            3.9%                 4.5%
Interest expense, net                                  12,420                 12,525            2.4%                 2.4%
Loss on debt extinguishment                                 -                  5,453             -%                  1.0%
Other income, net                                        (204)                  (655)            -%                 (0.1)%
Total other expense, net                               12,216                 17,323            2.3%                 3.3%
Pretax net income                                       8,562                  6,290            1.6%                 1.2%
Income tax (expense) benefit                             (724)                   130           (0.1)%                 -%
Net income                                              7,838                  6,420            1.5%                 1.2%

The following tables set forth financial information relating to the Company's operating segments for the periods presented:



                                             For the Three Months Ended                         For the Six Months Ended
$'s in 000's                            June 30, 2022           June 30, 2021             June 30, 2022             June 30, 2021
Products segment sales                $      219,014          $      242,857          $     466,764               $      472,891
Services segment revenue:
Same-store sales                              28,264                  22,172                 48,989                       42,090
Non same-store sales                           4,736                   5,982                 11,956                       10,377
Total services segment revenue        $       33,000          $       28,154          $      60,945               $       52,467
Total net sales                       $      252,014          $      271,011          $     527,709               $      525,358

Adjusted EBITDA
Products                              $       43,380          $       48,187          $      91,289               $       86,979
Services                                       4,740                   3,028                  7,824                        5,124
Unallocated Corporate                        (20,538)                (16,856)               (39,936)                     (30,883)
Total Adjusted EBITDA                 $       27,582          $       34,359          $      59,177               $       61,220

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



Net sales

Consolidated Net Sales

Consolidated net sales decreased $19.0 million or 7.0%, to $252.0 million for
the three months ended June 30, 2022, compared to $271.0 million for the three
months ended June 30, 2021. This decrease was driven by lower product sales,
which declined by $23.8 million of which approximately $11.8 million was due to
lost distribution of certain manufacturers' products to certain customers and
due to negative macroeconomic trends in consumer spending, partially offset by
price increases. The Services segment revenues grew by $4.8 million as we served
more pets and increased our average dollar per pet served.
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Products Segment



Product sales decreased $23.8 million, or 9.8%, to $219.0 million for the three
months ended June 30, 2022, compared to $242.9 million for the three months
ended June 30, 2021. The decrease was driven by lost distribution of certain
manufacturers' products to certain customers which reduced sales by
approximately $11.8 million and due to negative macroeconomic trends in consumer
spending, partially offset by price increases. Additionally there was a shift of
sales from the second quarter of 2022 to the first quarter of 2022 as compared
to timing of similar sales in 2021. This is evidenced by the smaller decline in
sales on a six months ended June 30 basis.

Services Segment



Services revenues increased $4.8 million, or 17.2%, from $28.2 million to $33.0
million for the three months ended June 30, 2022, compared to the three months
ended June 30, 2021. Same-store sales increased $6.1 million, or 27.5%, to $28.3
million for the three months ended June 30, 2022, compared to $22.2 million for
the three months ended June 30, 2021. The increase in same-store sales was
driven by increased average dollar per pet served as well as a small increase in
pet counts. Non same-store sales decreased $1.2 million or 20.8%, to $4.7
million for the three months ended June 30, 2022, compared to $6.0 million for
the three months ended June 30, 2021. The decrease in non same-store sales was
due to lower store count driven by a number of wellness centers aging into the
same-store base.

Gross profit

Gross profit increased by $2.3 million, or 3.9%, to $62.0 million for the three
months ended June 30, 2022, compared to $59.6 million for the three months ended
June 30, 2021. This increase is due to improvements in Services segment gross
profit of $3.9 million, partially offset by Products segment gross profit
declining by $1.6 million.

Gross margin increased to 24.6% for the three months ended June 30, 2022,
compared to 22.0% for the three months ended June 30, 2021. Products segment
gross margin improved due to the mix of products sold as our manufactured
product sales increased and due to the impact of pricing. Additionally, Services
segment margin grew due to efficiency improvements and due to increased average
dollar per pet served.

Selling, General and administrative expenses



Consolidated selling, general and administrative expenses ("SG&A") increased by
$7.5 million, or 17.3%, to $50.6 million for the three months ended June 30,
2022, compared to $43.1 million for the three months ended June 30, 2021. As a
percentage of net sales, SG&A increased from 15.9% for the three months ended
June 30, 2021 to 20.1% for the three months ended June 30, 2022. The Company had
higher selling and marketing costs for both Products and Services segment to
support the launch of new products and was impacted by inflationary pressures
across other categories.

Products Segment

Products segment SG&A increased $2.1 million or approximately 18.6% to $13.4
million for the three months ended June 30, 2022, compared to $11.3 million for
the three months ended June 30, 2021. This increase was primarily due to higher
selling costs related to product launches.

Services Segment



Services segment SG&A increased $0.8 million, or 12.7%, to $7.1 million for the
three months ended June 30, 2022, compared to $6.3 million for the three months
ended June 30, 2021. This increase was driven by increased variable costs on
higher sales.

Unallocated Corporate

Unallocated corporate G&A increased $4.6 million, or 18.0%, to $30.2 million for
the three months ended June 30, 2022, from $25.6 million for the three months
ended June 30, 2021. The increase was related to the following:

?Increase in marketing and advertising of $4.0 million; and

?Additional corporate compensation of approximately $0.8 million, driven by higher headcount; and


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?A legal contingency accrual of approximately $1.0 million; offset by approximately $1.0 million of costs related to the Company's refinance activity in 2021 that did not recur in 2022.

Interest expense, net



Interest expense, net, decreased $1.4 million to $6.3 million for the three
months ended June 30, 2022, compared to $7.7 million for the three months ended
June 30, 2021. This decrease was driven by the lower rates on the new debt, as
the Company refinanced a majority of its debt in the second quarter of 2021.

Provision for income taxes



Our effective tax rate was 11.5% and (5.4%) for the three months ended June 30,
2022 and 2021, respectively, with a tax expense of $0.6 million and a tax
benefit of $0.2 million, respectively. The tax rate is different than the U.S
federal statutory income tax rate of 21% primarily due to the effects of a
change in valuation allowance, state taxes, and foreign Global Intangible
Low-Taxed Income ("GILTI ") income inclusion.

Segment Adjusted EBITDA

Products Segment



Products segment Adjusted EBITDA decreased $4.8 million, or 10.0% to $43.4
million for the three months ended June 30, 2022, compared to $48.2 million for
the three months ended June 30, 2021. Products segment Adjusted EBITDA
fluctuates based on the quantity and mix of products sold, specifically whether
the products are produced by PetIQ, or are distributed for other manufacturers.
The reduction in Products segment Adjusted EBITDA relates primarily to lower
total sales partially offset by higher margin percentage on improved mix of
manufactured vs. distributed products.

Services Segment
Services segment Adjusted EBITDA increased $1.7 million, or 56.5% to $4.7
million for the three months ended June 30, 2022, compared to $3.0 million for
the three months ended June 30, 2021. Services segment Adjusted EBITDA can
fluctuate considerably for the Services segment based on the volume of pets seen
in clinics, due to the relatively fixed cost nature of clinic costs. Services
segment EBITDA improved as a result of efficiency initiatives as well as the
company's scheduling optimization efforts and increased average dollar per pet
served.

Unallocated Corporate

Unallocated corporate expenses consist of corporate costs including accounting,
legal, human resources, information technology, and headquarters expenses, as
well as executive compensation and company incentive compensation expenses, and
other miscellaneous costs. Unallocated corporate costs have primarily grown due
to the growth in the size of the Company. Adjustments to unallocated corporate
costs include expenses related to specific events, such as acquisition
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expenses and integration costs. Adjustments also include non-cash expenses, such as depreciation, amortization, and stock based compensation.

The following tables reconcile Segment pre-tax net income to Adjusted EBITDA for the periods presented.

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