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United States securities and exchange commission logo
July 13, 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
Filed May 4, 2022
File No. 001-38163
Dear Mr. Glasman:
We have limited our review of your filings to the financial
statements and related
disclosures 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.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Year Ended December 31, 2021 Compared With Year Ended December 31, 2020,
page 33
1. Where you attribute
material fluctuations in your revenues, costs, and expenses
to multiple factors,
please quantify each key factor cited so investors may understand the
magnitude and relative
impact of each factor. Refer to Item 303(b)(2) of Regulation S-K.
Zvi Glasman
FirstName
PetIQ, Inc. LastNameZvi Glasman
Comapany
July NamePetIQ, Inc.
13, 2022
July 13,
Page 2 2022 Page 2
FirstName LastName
Form 8-K Furnished May 4, 2022
Exhibit 99.1
Outlook, page 3
2. We note you provide non-GAAP guidance for Adjusted EBITDA. Please
present the
most directly comparable GAAP guidance with equal or greater
prominence and include a
quantitative reconciliation to the comparable GAAP guidance, or
include a statement that
such reconciliation is not practicable without unreasonable effort.
Refer to Item
10(e)(1)(i)(B) of Regulation S-K and the second to last bullet in
Question 102.10 of the
staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Non-GAAP Reconciliations, page 11
3. We note multiple non-GAAP reconciliations include an adjustment for
"Non same-store
adjustment" which includes pre-opening expenses. Please explain to us
why you believe
adjusting for pre-opening costs is appropriate considering your growth
strategy includes
the opening of new clinics, and these costs would appear to be normal,
recurring, cash
operating expenses necessary for your core operations. Refer to
Question 100.01 of the
staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial
Measures. This comment similarly applies to your non-GAAP consolidated
Adjusted
EBITDA reconciliation provided in your Form 10-K and Form 10-Q's.
Pro forma Impact of Loss of Distribution, page 13
4. We note your non-GAAP measures presented under the header "Pro forma
Impact of Loss
of Distribution" which exclude impacts related to your loss of
distribution rights. Please
tell us your consideration of Questions 100.04 of the staff's
Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures in determining the
appropriateness of
these adjustments.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Abe Friedman at
202-551-8298
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services