View:
United States securities and exchange commission logo
August 8, 2022
Zvi Glasman
Chief Financial Officer
PetIQ, Inc.
230 East Riverside Drive
Eagle, ID 83616
Re: PetIQ, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed March 1, 2022
Form 8-K Furnished
May 4, 2022
File No. 001-38163
Dear Mr. Glasman:
We have reviewed your August, 2, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 13, 2022 letter.
Form 8-K Furnished May 4, 2022
Exhibit 99.1
Non-GAAP Reconciliations
1. We note your response
to comment 3. Your disclosure on page 15 of your Form 10-K
specifically references
your growth strategy which includes the opening of new clinics,
and we further note
from your prior 10-K's, the Company has opened 205 new wellness
centers between 2019
and 2021 with the expectation to open new centers over the next
several years with the
"potential to have approximately 1,000 wellness centers." As such,
we continue to believe
these pre-opening expenses reflect normal, recurring cash
operating expenses
necessary to operate your business. Please revise your reconciliations
to remove the impact of
pre-opening expenses from the Non same-store adjustment line
Zvi Glasman
PetIQ, Inc.
August 8, 2022
Page 2
item. Refer to Question 100.01 of the staff's Compliance and
Disclosure Interpretations on
Non-GAAP Financial Measures.
Pro Forma Impact of Loss of Distribution
2. We note your response to comment 4. Presenting a measure that excludes
certain
manufacturers' products that are no longer distributed to certain
customers, yet does not
adjust for gains resulting from increased distribution or new products
distributed, would
not appear to be in accordance with Question 100.03 of the staff s
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures. In this
regard, we note the
Company's disclosure on page 25 of your Form 10-K that operating
results may fluctuate
due to "the timing of new product and clinic launches," as well as
disclosure of increases
in the sale of "products acquired as part of the Capstar acquisition"
(page 34 of your Form
10-K). Please revise to remove your presentation of the "Impact of
Loss of Distribution
on Sales and Adjust[ed] EBITDA" table, and your "Net Sales after
impact of loss of
distribution" and "Adjusted EBITDA after impact of loss of
distribution" measures or
advise further.
You may contact Robert Shapiro at 202-551-3273 or Abe Friedman at
202-551-
8298 with any questions.
FirstName LastNameZvi Glasman Sincerely,
Comapany NamePetIQ, Inc.
Division of
Corporation Finance
August 8, 2022 Page 2 Office of Trade &
Services
FirstName LastName