Form 8-k PetIQ Q2 2019 Earnings Release

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 7, 2019

 

PETIQ, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

 

 

001-38163
(Commission
File Number)

 

 

 

35-2554312
(I.R.S. Employer
Identification No.)

 

 

 

 


(Address of principal executive offices)

 

 

 

 

 

 

923 S. Bridgeway Pl

Eagle, Idaho
(Address of principal executive offices)

 

 

 

83616
(Zip Code)

 

 

(208) 939-8900

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act (17 CFR 240.12b-2)

 

  Indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act (17 CFR 240.13(a)-1)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A common stock, par value $0.001 per share

PETQ

Nasdaq Global Select

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.*

 

On August 7, 2019,  PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and six months ended June 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

 

 

 

 

 

 

(d)

Exhibits:

 

 

 

 

Exhibit No.

    

Description

99.1*

 

Press Release dated August 7, 2019 announcing results for the three and six months ended June 30, 2019.

 


*The information furnished under Items 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

PETIQ, INC.

 

Dated: August 7, 2019

By

/s/ John Newland

 

 

Name:

John Newland

 

 

Title:

Chief Financial Officer

 

PetQ 2019 Q2 Earnings Release

Picture 1

PetIQ, Inc. Reports Record Second Quarter 2019 Financial Results

Second Quarter 2019 Net Sales Increased 29% Year-Over-Year to $221 Million

Raises Full Year 2019 Outlook for Standalone PetIQ and Provides 2019 Expectations for Perrigo Animal Health Acquisition

EAGLE, Idaho – August 7, 2019 – PetIQ, Inc. (“PetIQ” or the “Company”) (Nasdaq: PETQ), a leading pet medication and wellness company, today reported financial results for the three and six months ended June  30, 2019.

Second Quarter 2019 Highlights Compared to Prior Year Period

·

Record second quarter net sales of $220.6 million, an increase of 29%

·

Net income of $5.9 million compared to $5.4 million

·

Adjusted net income $15.8 million compared to $10.8 million

·

Adjusted EBITDA of $20.8 million compared to $16.1 million, an increase of 30%  

·

Cash and cash equivalents of $36.6 million with total liquidity of $106.4 million

·

Opened 7  wellness centers for a total of 41 in operation as of quarter end

·

Closed acquisition of Perrigo Animal Health on July 8, 2019

Cord Christensen, PetIQ’s Chairman and Chief Executive Officer commented, “We had an exceptional second quarter.  Our record net sales reflects broad-based growth across sales channels in both our pet products and veterinarian services segments.  PetIQ remains uniquely positioned for continued growth as pet parents increasingly seek our direct access to our complementary veterinarian product and service offerings. We believe our recent acquisition of Perrigo Animal Health further solidifies our leadership position in the industry as we deliver on our mission to make pets’ lives better through improved access to affordable pet health care. Going forward, our combined teams will continue to execute on our Follow the Pets long-term growth strategy. Based on the strength of our year-to-date results and our outlook for the remainder of the year we are very pleased to raise our 2019 annual guidance.”

Second Quarter 2019 Financial Results

Net sales increased 29% to $220.6 million for the second quarter of 2019, compared to $171.1 million for the same period in the prior year. Product segment net sales were $194.6 million and Services segment revenues were $26.0 million in the second quarter of 2019. The increase in consolidated net sales reflects growth in existing retail partners, driven by the increase in the number of pet parents moving their pet health care needs to PetIQ’s products and services, the expansion of item counts and programs at existing customers, as well as growth within the Services segment.

 

Gross profit was $34.9 million, an increase of 33%, compared to $26.3 million in the same period last year. Gross margin for the quarter was 15.8%. Adjusted gross profit was $36.2 million and adjusted gross margin was 16.5% for the second quarter 2019.  The GAAP gross margin to adjusted gross margin difference of 70 basis points is a result of the exclusion of non-same-store Services segment revenue contribution and related costs of sales.

 

Net income was $5.9 million and adjusted net income was $15.8 million for the second quarter of 2019. Adjusted net income primarily excludes stock-based compensation expense, tax expense, fair value adjustment to contingent note, integration costs, and operating losses associated with the 32 non-

comparable newly opened veterinary wellness centers, one new host partner, and seven regional offices that have been open less than six trailing quarters.

 

Second quarter adjusted EBITDA increased 30% to $20.8 million, representing an adjusted EBITDA margin of 9.5%, compared to $16.1 million, representing a 9.4% margin, for the same period in the prior year.  The increase in adjusted EBITDA was a result of higher net sales resulting in increased adjusted gross profit and increased leverage of general and administrative expenses.

 

Adjusted gross profit, adjusted net income, and adjusted EBITDA are non-GAAP financial measures.  The Company believes these non-GAAP financial measures provide investors with additional insight into and measurement of its entry into the veterinary services business following the acquisition of VIP in January 2018.  In the Services segment, the Company is providing a “same-store sales” adjustment to reflect revenue and costs for veterinary clinics and regions open for at least six trailing quarters.  The Company believes this will provide useful information to investors as these veterinary clinics and wellness centers mature and move into the comparable store base.  See “Non-GAAP Measures” for a definition of these measures and the financial tables that accompany this release for a reconciliation to the most comparable GAAP measure.

 

First Half of Fiscal 2019 Highlights Compared to Prior Year Period

·

Net sales of $369.1 million, an increase of 29%

·

Net income of $8.2 million compared to $1.4 million

·

Adjusted net income of $21.8 million compared to $12.2 million

·

Adjusted EBITDA of $31.7 million compared to $21.7 million, an increase of 46%

 

Net sales increased 29% to $369.1 million for the first six months of 2019, compared to $286.2 million for the same period in the prior year. Product segment sales were $320.7 million and the Services segment net revenues were $48.4 million for the first six months of 2019.

 

Gross profit was $59.6 million, an increase of 41%, as compared to $42.2 million in the same period last year. Gross margin for the first six months of 2019 was 16.2%. Adjusted gross profit was $62.3 million and adjusted gross margin was 16.9% for the six months ended June 30, 2019.  The GAAP gross margin to adjusted gross margin difference of 70 basis points was the result of a result of the exclusion of non-same-store Services segment revenue contribution and related costs of sales.

 

Net income was $8.2 million and adjusted net income was $21.8 million for the first six months of 2019. Adjusted net income excludes acquisition costs, stock-based compensation expense, tax expense, fair value adjustment to contingent note, integration costs, and operating losses associated with the 32 non-comparable newly opened veterinary wellness centers, one new host partner, and seven regional offices that have been open less than six trailing quarters.

 

For the first six months of 2019 adjusted EBITDA was $31.7 million, compared to $21.7 million for the same period in the prior year. 

 

Adjusted gross profit, adjusted net income, and adjusted EBITDA are Non-GAAP financial measures.  See “Non-GAAP Measures” for a definition of these measures and the financial tables that accompany this release for a reconciliation to the most comparable GAAP measure.

 

Segment Results

 

Products: For the second quarter of 2019, the Product segment net sales increased 31% to $194.6 million and operating income increased 25.2% to $20.2 million.  This compares to Product segment sales and

operating income of $148.7 million and $16.2 million, respectively, for the second quarter of 2018.  Product segment net sales were driven by ongoing strength of the Company’s prescription drug programs within retail partner pharmacies both in-store and online, as well as greater SKU penetration within existing accounts.

 

Services: For the second quarter of 2019, the Services segment net revenues and operating income were $26.0 million and $4.4 million, respectively.  This compares to Service segment net revenues and operating income of $22.4 million and $2.0 million, respectively, for the second quarter of 2018. Services segment growth was achieved from increases in all substantive metrics including pets per clinic, revenue per pet and revenue per clinic, as well as contribution from new wellness centers.

 

In-line with PetIQ’s new veterinarian wellness centers opening plan for 2019, the Company opened 7 locations during the second quarter of 2019 and remains on track to open 80 new wellness centers in 2019.  There were a total of 41 veterinarian wellness centers as of June 30, 2019.  In preparation for its veterinarian wellness center expansion, the Company opened two new regional offices during the six months ended June 30, 2019 for a total of 36 regional offices at June 30, 2019.

 

Cash and Debt

 

As of June 30, 2019, the Company had cash and cash equivalents of $36.6 million, plus availability on its revolving credit facility of $69.9 million, equating to $106.4 million, which the Company defines as total liquidity. The Company’s long-term debt balance, which is largely comprised of its revolving credit facility and term loan, was $99.7 million as of June 30, 2019.  After giving effect to the Perrigo Animal Health acquisition, the Company would have had estimated net debt of $262 million, as of June 30, 2019.  From a working capital perspective, accounts receivable increased $40.1 million compared to December 31, 2018, in line with the Company’s strong sales growth. Inventory increased $6.3 million compared to the prior year end as a result of inventory needed to support the growth in the Company’s business.

 

Perrigo Animal Health Acquisition

 

On July 8, 2019, the Company completed the acquisition of Perrigo Animal Health for total consideration of $185 million.  The transaction was financed through a combination of $25 million of existing cash on hand, $145 million of new term loan financing from Ares Capital Management, with the remaining balance financed through PetIQ’s existing revolving credit facility with East West Bank. PetIQ continues to expect that this acquisition will be accretive to earnings in the first twelve months following the closing and thereafter. PetIQ is committed to reducing its balance sheet leverage.

 

Outlook

 

For the full year 2019, the Company is raising its net sales and adjusted EBITDA outlook compared to previously issued guidance.

 

On a standalone basis, excluding contribution from its Perrigo Animal Health acquisition, the Company expects the following:

·

Consolidated net sales of at least $650 million, an increase greater than 23% from growth of 98% in 2018

·

Adjusted EBITDA* of at least $56 million, an increase greater than 35% from growth of 86% in 2018

The Company expects its Perrigo Animal Health acquisition to contribute the following for the balance of 2019:

·

Consolidated net sales of at least $30 million

·

Adjusted EBITDA* of at least $6 million

For full year 2019 based on the combination of PetIQ and Perrigo Animal Health the Company is introducing the following outlook:

 

·

Consolidated net sales of at least $680 million

·

Adjusted EBITDA* of at least $62 million

 

The Company intends to update its initial full year 2020 outlook, which was provided in connection with the announcement of the Perrigo Animal Health acquisition, at the end of 2019.  The Company remains confident in its long-term 2023 growth objectives on a stand-alone basis, including:

 

·

Net sales of approximately $1.0 billion

·

Adjusted EBITDA margin of greater than 15%*

·

Wellness center locations of 1,000

 

*The Company does not provide guidance for the most directly comparable GAAP measure, net income, and similarly cannot provide a reconciliation between its forecasted adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

 

Conference Call and Webcast

 

The Company will host a conference call and webcast where members of the executive management team will discuss these results with additional comments and details today, August 7, 2019, at 4:30 p.m. ET. The conference call and supplemental investor presentation will be available live over the Internet through the “Investors” section of the Company’s website at www.PetIQ.com.  To participate on the live call listeners in North America may dial 877-451-6152 and international listeners may dial 201-389-0879.

 

A replay of the conference call will be archived on the Company’s website and telephonic playback will be available through August 28, 2019. North American listeners may dial 844-512-2921 and international listeners may dial 412-317-6671 the passcode is 13692459.

 

About PetIQ

 

PetIQ is a leading, rapidly growing pet health and wellness company.  Through over 60,000 points of distribution across retail and e-commerce channels, PetIQ has a mission to make pet lives better by educating pet parents on the importance of offering regular, convenient access and affordable choices for pet preventive and wellness veterinary products and services.  PetIQ believes that pets are an important part of the family and deserve the best products and care we can give them.  For more information, visit www.PetIQ.com.

 

Forward Looking Statements

 

This press release contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could" and similar expressions.  Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future

results, performances, or achievements expressed or implied by the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, our ability to successfully grow our business through acquisitions; our dependency on a limited number of customers; our ability to implement our growth strategy effectively; disruptions in our manufacturing and distribution chains; competition from veterinarians and others in our industry; reputational damage to our brands; economic trends and spending on pets; the effectiveness of our marketing and trade promotion programs; recalls or withdrawals of our products or product liability claims; our ability to manage our manufacturing and supply chain effectively; disruptions in our manufacturing and distribution chains; our ability to introduce new products and improve existing products; our failure to protect our intellectual property; costs associated with governmental regulation; our ability to keep and retain key employees; our ability to sustain profitability; and the risks set forth under the “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 and other reports filed time to time with the Securities and Exchange Commission.

 

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.  The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Consequently, you should not place undue reliance on forward-looking statements.

 

Non-GAAP Financial Measures

 

In addition to financial results reported in accordance with U.S. GAAP, PetIQ uses the following non-GAAP financial measures: Adjusted net income, Adjusted gross profit, Adjusted EBITDA, and Adjusted EBITDA Margin.

 

Adjusted net income consists of net income adjusted for tax expense, acquisition expenses, purchase accounting adjustments, integration costs and costs of discontinued clinics, new clinic launch expense, and stock based compensation expense.  Adjusted net Income is utilized by management: (i) to compare operations of the Company prior to our initial public offering and (ii) to evaluate the effectiveness of our business strategies. 

 

Adjusted gross profit consists of gross profit adjusted for purchase accounting adjustments, gross profit (loss) on veterinarian clinics and wellness centers that are not part of same store sales, and new clinic launch expense.  Adjusted gross profit is utilized by management to evaluate the effectiveness of our business strategies.

 

EBITDA represents net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA represents EBITDA plus acquisition costs, stock based compensation expense, purchase accounting inventory adjustment, fair value adjustment to contingent consideration, new clinic launch expenses, integration and costs of discontinued clinics, and operations of non-same-store operations as defined below. Adjusted EBITDA margin is adjusted EBITDA stated  as a percentage of adjusted net sales.  Adjusted EBITDA is utilized by management: (i) as a factor in evaluating management's performance when

determining incentive compensation and (ii) to evaluate the effectiveness of our business strategies.  The Company presents EBITDA because it is a necessary component for computing adjusted EBITDA.

 

We believe that the use of adjusted net income, adjusted gross profit, adjusted EBITDA, and adjusted EBITDA margin provide additional tools for investors to use in evaluating ongoing operating results and trends. In addition, you should be aware when evaluating adjusted net income, adjusted gross profit, adjusted EBITDA and adjusted EBITDA margin, that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by these or other unusual or non-recurring items. Our computation of adjusted net income, adjusted gross profit, adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate adjusted net income, adjusted gross profit, adjusted EBITDA and adjusted EBITDA margin in the same manner.  Our management does not, and you should not, consider adjusted net income, adjusted gross profit or adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of adjusted net income, adjusted gross profit and adjusted EBITDA is that they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements.  See a reconciliation of Non-GAAP measures to the most comparable GAAP measure, in the financial tables that accompany this release.

 

The Company considers its same-store portfolio to consist of only those retail service regional offices, mobile community clinics provided within host partners, and wellness centers that have been operating for at least six trailing quarters.

 

Definitions

·

Mobile community clinic – A mobile community clinic is defined as an event, or a visit to a retail host partner location, by the Company’s veterinary staff utilizing the Company’s mobile service vehicles.  Clinic locations and schedules vary by location and seasonally. Due to the non-standardization of the Company’s mobile community clinics, these clinics are grouped as part of geographic regions.  New regions and host partners are excluded from the same store sale calculation until they have six full consecutive quarters of operations.

·

Veterinarian Wellness center – A veterinarian wellness center is a physical fixed service location within the existing footprint of one of our retail partners.  These veterinarian wellness centers operate under a variety of brands based on the needs of our partner locations

·

Regional offices – Regional offices support the operations of the Company’s services segment which include its mobile veterinarian community clinics and wellness centers.  These offices are staffed with field management and other operational staff.

CONTACT:

 

 

Investor Relations Contact:

 

Media Relations Contact:

ICR

Jeff Sonnek

646-277-1263
jeff.sonnek@icrinc.com

ICR

Cory Ziskind

646-277-1232

cory.ziskind@icrinc.com

 

 

PetIQ, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in 000’s except for per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

    

June 30, 2019

    

December 31, 2018

    

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

36,564

 

$

66,360

 

Accounts receivable, net

 

 

85,129

 

 

45,007

 

Inventories

 

 

98,433

 

 

92,142

 

Other current assets

 

 

2,874

 

 

4,212

 

Total current assets

 

 

223,000

 

 

207,721

 

Property, plant and equipment, net

 

 

26,303

 

 

27,335

 

Operating lease right of use assets

 

 

11,990

 

 

 —

 

Deferred tax assets

 

 

48,620

 

 

43,946

 

Other non-current assets

 

 

2,896

 

 

2,857

 

Intangible assets, net

 

 

85,995

 

 

88,546

 

Goodwill

 

 

125,040

 

 

125,029

 

Total assets

 

$

523,844

 

$

495,434

 

Liabilities and equity

 

 

  

 

 

  

 

Current liabilities

 

 

  

 

 

  

 

Accounts payable

 

$

61,234

 

$

54,768

 

Accrued wages payable

 

 

6,725

 

 

5,295

 

Accrued interest payable

 

 

547

 

 

728

 

Other accrued expenses

 

 

877

 

 

1,154

 

Current portion of operating leases

 

 

3,306

 

 

 —

 

Current portion of long-term debt and finance leases

 

 

2,338

 

 

2,251

 

Total current liabilities

 

 

75,027

 

 

64,196

 

Operating leases, less current installments

 

 

8,895

 

 

 —

 

Long-term debt, less current installments

 

 

99,723

 

 

107,418

 

Finance leases, less current installments

 

 

1,768

 

 

2,319

 

Other non-current liabilities

 

 

254

 

 

524

 

Total non-current liabilities

 

 

110,640

 

 

110,261

 

Commitments and contingencies

 

 

  

 

 

  

 

Equity

 

 

  

 

 

  

 

Additional paid-in capital

 

 

282,343

 

 

262,219

 

Class A common stock, par value $0.001 per share, 125,000 shares authorized; 22,750 and 21,620 shares issued and outstanding, respectively

 

 

22

 

 

22

 

Class B common stock, par value $0.001 per share, 100,000 shares authorized; 5,462 and 6,547 shares issued and outstanding, respectively

 

 

 7

 

 

 7

 

Retained Earnings (Accumulated deficit)

 

 

976

 

 

(4,450)

 

Accumulated other comprehensive loss

 

 

(1,327)

 

 

(1,316)

 

Total stockholders' equity

 

 

282,020

 

 

256,481

 

Non-controlling interest

 

 

56,157

 

 

64,496

 

Total equity

 

 

338,177

 

 

320,977

 

Total liabilities and equity

 

$

523,844

 

$

495,434

 

 

PetIQ, Inc.

Condensed Consolidated Statements of Income

(Unaudited, in 000’s, except for per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

    

June 30, 2019

    

June 30, 2018

    

June 30, 2019

    

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

194,606

 

$

148,713

 

$

320,690

 

$

246,564

Services revenue

 

 

26,028

 

 

22,429

 

 

48,380

 

 

39,644

Total net sales

 

 

220,634

 

 

171,142

 

 

369,069

 

 

286,208

Cost of products sold

 

 

167,845

 

 

127,583

 

 

275,909

 

 

212,169

Cost of services

 

 

17,889

 

 

17,241

 

 

33,531

 

 

31,838

Total cost of sales

 

 

185,733

 

 

144,824

 

 

309,439

 

 

244,007

Gross profit

 

 

34,901

 

 

26,318

 

 

59,630

 

 

42,201

Operating expenses

 

 

 

 

 

  

 

 

  

 

 

  

General and administrative expenses

 

 

24,450

 

 

16,943

 

 

44,988

 

 

35,911

Contingent note revaluations loss

 

 

1,460

 

 

459

 

 

780

 

 

600

Operating income

 

 

8,991

 

 

8,916

 

 

13,862

 

 

5,690

Interest expense, net

 

 

(2,242)

 

 

(2,216)

 

 

(4,179)

 

 

(3,981)

Foreign currency gain (loss), net

 

 

49

 

 

136

 

 

(73)

 

 

58

  Other income (expense), net

 

 

 2

 

 

(418)

 

 

15

 

 

(373)

Total other expense, net

 

 

(2,191)

 

 

(2,498)

 

 

(4,237)

 

 

(4,296)

Pretax net income

 

 

6,800

 

 

6,418

 

 

9,625

 

 

1,394

Income tax (expense) benefit

 

 

(881)

 

 

(1,020)

 

 

(1,381)

 

 

47

Net income

 

 

5,919

 

 

5,398

 

 

8,244

 

 

1,441

Net income attributable to non-controlling interest

 

 

2,103

 

 

2,899

 

 

2,818

 

 

970

Net income attributable to PetIQ, Inc.

 

$

3,815

 

$

2,499

 

$

5,426

 

$

471

Net income per share attributable to PetIQ, Inc. Class A common stock

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.17

 

$

0.16

 

$

0.25

 

$

0.03

Diluted

 

$

0.17

 

$

0.16

 

$

0.24

 

$

0.03

Weighted Average shares of Class A common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,365

 

 

15,980

 

 

22,087

 

 

15,285

Diluted

 

 

22,597

 

 

16,008

 

 

22,284

 

 

15,329

 

 

PetIQ, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in 000’s)

 

 

 

 

 

 

 

 

 

 

    

For the Six Months Ended June 30, 

 

 

2019

 

2018

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

8,244

 

$

1,441

Adjustments to reconcile net income to net cash used in operating activities

 

 

  

 

 

  

Depreciation and amortization of intangible assets and loan fees

 

 

6,056

 

 

5,714

Foreign exchange gain on liabilities

 

 

 —

 

 

(41)

Gain on disposition of property, plant, and equipment

 

 

(62)

 

 

(49)

Stock based compensation expense

 

 

3,146

 

 

1,454

Deferred tax adjustment

 

 

1,638

 

 

(47)

Contingent note revaluations

 

 

780

 

 

600

Other non-cash activity

 

 

56

 

 

(334)

Changes in assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(40,218)

 

 

(20,820)

Inventories

 

 

(6,294)

 

 

(29,384)

Other assets

 

 

1,250

 

 

2,654

Accounts payable

 

 

6,656

 

 

31,859

Accrued wages payable

 

 

1,407

 

 

410

Other accrued expenses

 

 

(717)

 

 

(2,304)

Net cash used in operating activities

 

 

(18,058)

 

 

(8,847)

Cash flows from investing activities

 

 

  

 

 

  

Proceeds from disposition of property, plant, and equipment

 

 

69

 

 

103

Purchase of property, plant, and equipment

 

 

(1,730)

 

 

(4,732)

Business acquisitions (net of cash acquired)

 

 

 —

 

 

(92,083)

Net cash used in investing activities

 

 

(1,661)

 

 

(96,712)

Cash flows from financing activities

 

 

  

 

 

  

Proceeds from issuance of long-term debt

 

 

323,144

 

 

299,078

Principal payments on long-term debt

 

 

(331,856)

 

 

(215,964)

Tax Distributions to LLC Owners

 

 

(1,378)

 

 

(574)

Principal payments on finance lease obligations

 

 

(737)

 

 

(561)

Payment of deferred financing fees and debt discount

 

 

(50)

 

 

(2,613)

Exercise of options to purchase common stock

 

 

798

 

 

 —

Net cash (used in) provided by financing activities

 

 

(10,079)

 

 

79,366

Net change in cash and cash equivalents

 

 

(29,798)

 

 

(26,193)

Effect of exchange rate changes on cash and cash equivalents

 

 

 2

 

 

(31)

Cash and cash equivalents, beginning of period

 

 

66,360

 

 

37,896

Cash and cash equivalents, end of period

 

$

36,564

 

$

11,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PetIQ, Inc.

Summary Segment Results

(Unaudited, in 000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2019

 

Products

 

Services

 

Corporate

 

Consolidated

 

Net Sales

 

$

320,690

 

$

48,380

 

$

 —

 

$

369,070

 

Operating income (loss)

 

 

33,316

 

 

7,411

 

 

(26,864)

 

 

13,862

 

Six months ended June 30, 2018

 

 

 

 

 

 

 

 

-7.3%

 

 

 

 

Net Sales

 

 

246,564

 

 

39,644

 

 

 —

 

 

286,208

 

Operating income (loss)

 

 

25,105

 

 

1,595

 

 

(21,010)

 

 

5,690

 

 

 

 

 

 

 

 

 

 

-7.3%

 

 

 

 

Three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

194,606

 

$

26,028

 

$

 —

 

$

220,634

 

Operating income (loss)

 

 

20,227

 

 

4,394

 

 

(15,631)

 

 

8,990

 

Three months ended June 30, 2018

 

 

 

 

 

 

 

 

-7.1%

 

 

 

 

Net Sales

 

 

148,713

 

 

22,429

 

 

 —

 

 

171,142

 

Operating income (loss)

 

 

16,156

 

 

1,951

 

 

(9,191)

 

 

8,916

 

 

 

 

 

 

 

 

 

 

PetIQ, Inc.

Reconciliation between gross profit and adjusted gross profit

(Unaudited, in 000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

June 30, 2019

 

June 30, 2018

 

June 30, 2019

 

June 30, 2018

Gross profit

 

$

34,900

 

$

26,318

 

$

59,630

 

$

42,201

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase accounting adjustment to inventory

 

 

 —

 

 

 —

 

 

 —

 

 

1,502

Non same-store gross loss

 

 

1,255

 

 

1,352

 

 

2,690

 

 

1,519

Adjusted gross profit

 

$

36,155

 

$

27,670

 

$

62,320

 

$

45,222

 

 

 

 

PetIQ, Inc.

Reconciliation between Net Income and Adjusted EBITDA

(Unaudited, in 000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

June 30, 2019

 

June 30, 2018

 

June 30, 2019

 

June 30, 2018

Net income

    

$

5,918

    

$

5,398

    

$

8,244

    

$

1,441

Plus:

 

 

  

 

 

  

 

 

  

 

 

  

Tax expense (benefit)

 

 

881

 

 

1,020

 

 

1,381

 

 

(47)

Depreciation

 

 

1,529

 

 

1,780

 

 

3,183

 

 

3,030

Amortization

 

 

1,278

 

 

1,257

 

 

2,557

 

 

2,397

Interest

 

 

2,242

 

 

2,216

 

 

4,179

 

 

3,981

EBITDA

 

$

11,848

 

$

11,671

 

$

19,544

 

$

10,802

Acquisition costs(1)

 

 

2,889

 

 

151

 

 

3,465

 

 

3,366

Stock based compensation expense

 

 

1,602

 

 

756

 

 

3,146

 

 

1,454

Purchase accounting adjustment to inventory

 

 

 —

 

 

 —

 

 

 —

 

 

1,502

Non same-store revenue(2)

 

 

(2,155)

 

 

(1,082)

 

 

(3,671)

 

 

(1,303)

Non same-store costs(2)

 

 

4,044

 

 

2,434

 

 

7,296

 

 

2,822

Fair value adjustment of contingent note

 

 

1,460

 

 

459

 

 

780

 

 

600

Integration costs and costs of discontinued clinics(3)

 

 

1,142

 

 

385

 

 

1,142

 

 

756

Clinic launch expenses(4)

 

 

 —

 

 

846

 

 

 —

 

 

1,211

Non-recurring royalty settlement(5)

 

 

 —

 

 

440

 

 

 —

 

 

440

Adjusted EBITDA

 

$

20,830

 

$

16,060

 

$

31,702

 

$

21,650

 

 

 

9.5%

 

 

9.4%

 

 

8.7%

 

 

7.6%

(1)

Acquisition costs relating to various acquisitions, both completed and contemplated.

(2)

Non same-store revenue and costs are from wellness centers, host partners, and regions with less than six full trailing quarters of operating results. There were 32 wellness centers, 7 regions, and one new host partner that had less than six trailing quarters of operating results for the three and six months ended June 30, 2019 23 wellness centers and 5 regions for the three and six months ended June 30, 2018.

(3)

Integration costs and costs of discontinued clinics represent costs related to integrating the acquired businesses, such as personnel costs like severance and signing bonuses, consulting work, brand realignment and SKU rationalization, and IT conversion costs, in addition to costs associated with vet services clinics that were discontinued subsequent to the acquisition of VIP.

(4)

Clinic launch expenses represent the nonrecurring costs to open new veterinary wellness centers, primarily employee costs, training, marketing, and rent prior to opening for business.

(5)

Non-recurring royalty settlement represents a settlement paid to a supplier related to a royalty agreement in place since 2013.

 

 

PetIQ, Inc.

Reconciliation between Net Income and Adjusted Net Income

(Unaudited, in 000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2019

 

June 30, 2018

 

June 30, 2019

 

June 30, 2018

 

Net income

    

$

5,918

    

$

5,398

    

$

8,244

    

$

1,441

    

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs(1)

 

 

2,889

 

 

151

 

 

3,465

 

 

3,366

 

Tax expense (benefit)

 

 

881

 

 

1,020

 

 

1,381

 

 

(47)

 

Stock based compensation expense

 

 

1,602

 

 

756

 

 

3,146

 

 

1,454

 

Purchase accounting adjustment to inventory

 

 

 —

 

 

 —

 

 

 —

 

 

1,502

 

Non same-store revenue(2)

 

 

(2,155)

 

 

(1,082)

 

 

(3,671)

 

 

(1,303)

 

Non same-store costs(2)

 

 

4,044

 

 

2,434

 

 

7,296

 

 

2,822

 

Fair value adjustment of contingent note

 

 

1,460

 

 

459

 

 

780

 

 

600

 

Integration costs and costs of discontinued clinics(3)

 

 

1,142

 

 

385

 

 

1,142

 

 

756

 

Clinic launch expenses(4)

 

 

 —

 

 

846

 

 

 —

 

 

1,211

 

Non-recurring royalty settlement(5)

 

 

 —

 

 

440

 

 

 —

 

 

440

 

Adjusted Net income

 

$

15,781

 

$

10,807

 

$

21,783

 

$

12,242

 

 

(1)

Acquisition costs relating to various acquisitions, both completed and contemplated.

(2)

Non same-store revenue and costs are from wellness centers, host partners, and regions with less than six full trailing quarters of operating results. There were 32 wellness centers, 7 regions, and one new host partner that had less than six trailing quarters of operating results for the three and six months ended June 30, 2019 23 wellness centers and 5 regions for the three and six months ended June 30, 2018.

(3)

Integration costs and costs of discontinued clinics represent costs related to integrating the acquired businesses, such as personnel costs like severance and signing bonuses, consulting work, brand realignment and SKU rationalization, and IT conversion costs, in addition to costs associated with vet services clinics that were discontinued subsequent to the acquisition of VIP.

(4)

Clinic launch expenses represent the nonrecurring costs to open new veterinary wellness centers, primarily employee costs, training, marketing, and rent prior to opening for business.

(5)

Non-recurring royalty settlement represents a settlement paid to a supplier related to a royalty agreement in place since 2013.