NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Restatement of Previously Issued Consolidated Financial Statements
As further described below, our unaudited consolidated financial statements for the three and six months ended September 30, 2024, have been restated to reflect the correction of material errors.
Restatement Background
The need for restatement was identified: (1) in part by the Audit Committee Investigation (the “Investigation”) as disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the SEC on October 14, 2025 (the “2025 Form 10-K”); and (2) during financial analyses conducted in connection with the preparation of the Company’s consolidated financial statements for the fiscal year ended March 31, 2025. The Company participates in a range of vendor-funded programs through which it receives reimbursements for certain activities, including advertising, sales incentives, and other promotional efforts, typically linked to purchase or sales volume thresholds. These programs are designed to offset costs incurred in connection with stocking, promoting, and selling vendor products.
The Company identified certain errors in its accounting for payments, rebates and discounts from suppliers arising from a misapplication of US GAAP. Historically, the Company accounted for (1) certain promotional sales reimbursements as a component of its revenues and (2) certain co-operative advertising expenses as a component of advertising costs that were not specific, incremental or identifiable. The Company notes that these payments, rebates and discounts should be accounted for as a component of (reduction to) cost of sales. Furthermore, after a thorough review of the Company's vendor agreements, the Company also identified the following additional errors within our accounting for vendor consideration which was also included in the Restatement:
1)A specific vendor whose marketing and advertising arrangements, previously categorized as cost of sales, needed to be reclassified to offset advertising expenses.
2)A specific vendor whose promotional sales reimbursements, previously categorized as advertising expenses, needed to be reclassified to cost of sales.
Restatement Adjustments
The following table summarizes the effect of the errors on the Company’s consolidated statements of operations for the three and six months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | |
| | Three Month Ended September 30, 2024 |
| | As Reported | | Adjustment | | As Restated |
| Net sales | | $ | 59,570 | | | $ | (1,526) | | | $ | 58,044 | |
| Cost of sales | | $ | 42,259 | | | $ | (2,988) | | | $ | 39,271 | |
| Gross profit | | $ | 17,311 | | | $ | 1,462 | | | $ | 18,773 | |
| | | | | | |
| Advertising | | $ | 4,606 | | | $ | 1,463 | | | $ | 6,069 | |
| Total operating expenses | | $ | 16,756 | | | $ | 1,463 | | | $ | 18,219 | |
| | | | | | |
| Advertising Costs of Acquiring a New Customer | | $60 | | | | $79 |
| Advertising Costs as a Percentage of Sales | | 7.7 | % | | | | 10.5 | % |
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended September 30, 2024 |
| | As Reported | | Adjustment | | As Restated |
| Net sales | | $ | 127,522 | | | $ | (3,271) | | | $ | 124,251 | |
| Cost of sales | | $ | 92,240 | | | $ | (5,799) | | | $ | 86,441 | |
| Gross profit | | $ | 35,282 | | | $ | 2,528 | | | $ | 37,810 | |
| | | | | | |
| Advertising | | $ | 11,596 | | | $ | 2,529 | | | $ | 14,125 | |
| Total operating expenses | | $ | 30,341 | | | $ | 2,529 | | | $ | 32,870 | |
| | | | | | |
| Advertising Costs of Acquiring a New Customer | | $59 | | | | $72 |
| Advertising Costs as a Percentage of Sales | | 9.1 | % | | | | 11.4 | % |
Note 2: Summary of Significant Accounting Policies
Organization
PetMed Express, Inc. and subsidiaries, d/b/a PetMeds® and PetCareRx, Inc. d/b/a PetCareRx® (collectively, the “Company”), is a leading nationwide direct-to-consumer pet pharmacy and online provider of prescription and non-prescription medications, food, supplements, supplies and vet services for dogs, cats, and horses. The Company markets and sells directly to consumers through its websites, customer contact center, and mobile application. The Company offers consumers an attractive alternative for obtaining pet medications, foods, and supplies in terms of convenience, price, speed of delivery, and valued customer service.
Founded in 1996, the Company’s executive headquarters offices are currently located in Delray Beach, Florida. The Company’s fiscal year end is March 31, and references herein to fiscal 2026 or fiscal 2025 refer to the Company's fiscal years ending March 31, 2026 and 2025, respectively.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company at September 30, 2025, the Statements of Operations for the three and six months ended September 30, 2025 and 2024, and Cash Flows for the six months ended September 30, 2025 and 2024. The results of operations for the three and six months ended September 30, 2025 are not necessarily indicative of the operating results expected for the fiscal year ending March 31, 2026. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in our 2025 Form 10-K. The unaudited condensed consolidated financial statements include the accounts of PetMed Express, Inc. and its direct and indirect wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Fair Value of Financial Instruments
The carrying amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments.
Deferred Revenue
Deferred revenue is recorded when payments are received or due in advance of performing our service obligations and revenue is recognized over the service period. Deferred revenue includes prepayments of PetPlus memberships with PetCareRx, Inc. (“PetCareRx”). The total deferred revenue as of September 30, 2025 and March 31, 2025 for these memberships was $1.0 million and $1.0 million, respectively. Memberships provide discounted pricing, free standard shipping, veterinary telehealth services and local Caremark Pharmacy prescription pickup. The membership fee is an annual charge and automatically renews one year from the initial enrollment date. The Company generally recognizes the revenue ratably over the term of the membership. Deferred revenue at March 31, 2025 also includes $1.1 million collected from our customers prior to delivery of AutoShip products, which is recorded as deferred revenue on the condensed consolidated balance sheets.
Long-lived Assets
Long-lived assets, which primarily includes fixed assets, definite lived intangibles, right-of-use assets, and other assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the undiscounted cash flows expected to be generated by the asset group from its use and eventual disposition of that asset group. Assets are considered to be impaired if the carrying amount of an asset group exceeds the future undiscounted cash flows. If impairment is determined to exist, any related impairment loss is calculated based on estimated fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less cost of disposal. The Company determined that all of its long-lived assets are part of a single entity-wide asset group for the purpose of long-lived asset impairment assessment.
During the three months ended June 30, 2025, the Company identified triggering events for the Company’s long-lived asset group. These triggering events included a downward revision to the Company’s forecast and a decrease in the Company’s market capitalization which fell below the Company’s carrying value for a sustained period beginning in the fourth quarter of fiscal 2025. As a result of the identified triggering events, the Company performed a recoverability test for the identified long-lived asset group. The undiscounted cash flow projections were based on estimates made by management of current and future strategic and operational plans and future financial performance projected, using various assumptions including, but not limited to: revenues, gross profits, operating expenses, and working capital through the remaining useful life of the primary asset in the asset group. The results of the test indicated that the carrying amounts for the long-lived asset group were expected to be recoverable.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs its annual impairment assessment in the fourth fiscal quarter of each year. An impairment test of goodwill consists of comparing the carrying amount of the single reporting unit to the fair value of the unit. An impairment loss is recognized by the amount that the carrying amount exceeds the fair value, limited to the amount of goodwill. The Company has concluded that it has one reporting unit and has assigned the entire balance of goodwill to this reporting unit.
For the three months ended June 30, 2025, the Company identified potential impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value as of June 30, 2025. These triggering events included a downward revision to the Company’s forecast due to continued revenue declines and a decrease in the Company’s stock price and market capitalization that was sustained in the first quarter of fiscal 2026. In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other, the Company performed a quantitative goodwill impairment test as of June 30, 2025.
The fair value of the single reporting unit was estimated using an income approach, employing a discounted cash flow model. As part of the discounted cash flow model, the Company developed estimates, assumptions and judgments about future results. The discounted cash flow projections were based on estimates made by management of current and future strategic and operational plans and future financial performance. Valuation assumptions used in the Company's discounted cash flow valuation also include projected capital expenditures, earnings before interest expense, income taxes, depreciation and amortization expense (EBITDA), depreciation expense, working capital, discount rates, tax rates and terminal growth rates. The Company applied a terminal growth rate of 3%, income tax rate of 25.3% and discount rate of 14.0% based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the single reporting unit. As a result of this impairment test, the Company determined the carrying value of the reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $26.7 million during the three months ended June 30,
2025, which represented the entirety of the goodwill balance previously recorded. There was no tax impact to the impairment as goodwill is not tax deductible.
In accordance with ASC 820, Fair Value Measurement, the fair value measurement for the goodwill impairment is categorized as a Level 3 fair value measurement. This is due to the significant unobservable inputs used in the valuation, including the forecasted revenues, discount rate, and terminal growth rate, which require significant management judgment and estimation.
Intangible Assets
The Company acquired definite-lived intangible assets in the acquisition that are being amortized based on their estimated useful lives in accordance with ASC Topic 350, Intangibles - Goodwill and Other. These definite-lived intangible assets are being amortized over periods ranging from three to seven years. Acquired trade name is not being amortized and is subject to a review for impairment on an annual basis, or more frequently if circumstances indicate an impairment may have occurred. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
During the first quarter of our fiscal year ending 2026, because of the triggering events the Company performed the quantitative test which resulted in additional impairment related to the PCRX trade name of $0.6 million, due to a reduction in actual and forecasted revenues.
The fair value of the trade name was determined using the "relief from royalty" method.
This method estimates the value of the trade name by calculating the present value of the royalty payments that would have been avoided by owning the trade name rather than licensing it. Key assumptions used in this valuation include:
•Royalty Rate: A hypothetical royalty rate of 0.5% was applied, based on comparable market transactions and industry benchmarks for similar trade names. This rate reflects the estimated arm's-length royalty that a market participant would be willing to pay for the use of the trade name.
•Forecasted Revenues: Future revenue projections associated with the use of the trade name were based on the Company's internal forecasts, incorporating expectations for market growth. These forecasts were adjusted to reflect the impact of the identified triggering event.
•Discount Rate: A discount rate of 14.0% was utilized, representing the Company's weighted average cost of capital (WACC) adjusted for the specific risks associated with the trade name and the relevant industry.
•Capitalization Rate: A capitalization growth rate of 11.0% was applied to project cash flows beyond the discrete forecast period, reflecting long-term sustainable growth expectations.
In accordance with ASC 820, Fair Value Measurement, the fair value measurement for the trade name impairment is categorized as a Level 3 fair value measurement. This is due to the significant unobservable inputs used in the relief from royalty valuation, including the royalty rate, forecasted revenues, discount rate, and terminal growth rate, which require significant management judgment and estimation.
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update became effective with the Company’s Fiscal Year 2025 annual reporting period and with the Company’s Fiscal Year 2026 interim reporting periods. The
adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and resulted in additional segment disclosures within Footnote 4, “Segment Reporting”.
In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This Update applies to all entities that are subject to Topic 740. The amendments in this Update revise income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The Update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Update should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this Update.
In November 2024, the FASB issued ASU No.2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, and may be applied on a retrospective or prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this Update.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those fiscal years. Early adoption is permitted. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the impact of adopting this Update.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”) to modernize the accounting for internal-use software costs, primarily by simplifying the requirements to capitalize software development costs. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years and may be applied using a prospective, retrospective or modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this Update.
Note 3: Revenue Recognition
In accordance with ASC Topic 606 ("Revenue from Contracts with Customers"), the Company primarily generates revenue by selling prescription and non-prescription pet medication products, pet food, supplements, and supplies, membership fees, and veterinary services. Certain pet supplies offered on the Company’s websites 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 based on historical patterns, however this is not considered a key judgment. Revenue is recognized when control transfers to the customer at the point in time at which the shipment of the product occurs. This key judgment is determined as the shipping point, which represents the point in time when 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. Virtually all 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 the accounts receivable balances relative to sales. Revenue is recorded net of sales tax, discounts and return allowances. Return allowances are estimated using historical experience and not material.
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 its 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.
Membership fees represent the amounts recognized from two membership models. The first is the PetPlus membership for PetCareRx customers, and the second is a partner membership, which allows employees in-network to join the PetPlus membership program through their employers. These memberships provide discounted pricing, free standard shipping, veterinary telehealth services and local Caremark Pharmacy prescription pickup which represent a single stand-ready performance obligation to provide these benefits. The PetPlus membership fee is an upfront annual charge and automatically renews one year from the initial enrollment date. The Company recognizes the revenue ratably over the term of the PetPlus membership which is generally one year. On March 31, 2025, the Company also had deferred $1.1 million of AutoShip revenue. As shown in the following table, under the PetPlus and other programs, the Company recognized $0.7 million and $2.4 million of previously deferred annual membership fees and AutoShip revenue in the three and six months ended September 30, 2025, and had $1.0 million of deferred revenue as of September 30, 2025.
| | | | | | | | | | | | | | | | |
| (amounts in millions) | | 2025 | | 2024 | | |
Deferred revenue, March 31 | | $ | 2.1 | | | 2.6 | | | |
Deferred memberships fees and others received | | 0.8 | | | 1.1 | | | |
Deferred membership fee revenue and others recognized | | (1.8) | | | (1.5) | | | |
Deferred revenue, June 30 | | 1.1 | | | 2.1 | | | |
Deferred memberships fees and others received | | 0.6 | | | 0.7 | | | |
Deferred membership fee revenue and others recognized | | (0.7) | | | (1.2) | | | |
Deferred revenue, September 30 | | $ | 1.0 | | | $ | 1.6 | | | |
In addition to annual membership fees earned under the PetPlus program, the Company also earns membership fees on a month-to-month basis under its PetCareRx partner membership program. For the three and six months ended September 30, 2025, membership fees earned under the partner program were $1.1 million and $2.1 million. For the three and six months ended September 30, 2024, membership fees earned under the partner program were $0.9 million and $1.8 million.
The Company has no material contract asset or liability balances at September 30, 2025 or March 31, 2025, respectively.
The Company disaggregates sales in the following categories: reorder sales vs new order sales vs membership fees. The following table illustrates sales in those categories:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Increase (Decrease) |
| Net Sales (in thousands) | | 2025 | | % | | 2024 As Restated | | % | | $ | | % |
| | | | | | | | | | | | |
| Reorder sales | | $ | 37,408 | | | 84.3 | % | | $ | 48,724 | | | 83.9 | % | | $ | (11,316) | | | (23.2) | % |
| New order sales | | 5,332 | | | 12.0 | % | | 7,251 | | | 12.5 | % | | (1,919) | | | (26.5) | % |
| Membership fees | | 1,624 | | | 3.7 | % | | 2,069 | | | 3.6 | % | | (445) | | | (21.5) | % |
| | | | | | | | | | | | |
| Total net sales | | $ | 44,364 | | | 100.0 | % | | $ | 58,044 | | | 100.0 | % | | $ | (13,680) | | | (23.6) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended September 30, | | Increase (Decrease) |
| Net Sales (in thousands) | | 2025 | | % | | 2024 As Restated | | % | | $ | | % |
| | | | | | | | | | | | |
| Reorder sales | | $ | 78,713 | | | 82.4 | % | | $ | 101,520 | | | 81.7 | % | | $ | (22,807) | | | (22.5) | % |
| New order sales | | 13,577 | | | 14.2 | % | | 18,338 | | | 14.8 | % | | (4,761) | | | (26.0) | % |
| Membership fees | | 3,254 | | | 3.4 | % | | 4,393 | | | 3.5 | % | | (1,139) | | | (25.9) | % |
| | | | | | | | | | | | |
| Total net sales | | $ | 95,544 | | | 100.0 | % | | $ | 124,251 | | | 100.0 | % | | $ | (28,707) | | | (23.1) | % |
Note 4: Segment Reporting
The Company has a single segment that derives sales from customers through the sale of products which are shipped directly to customers. The accounting policies of the Company's single segment are the same as those described in the Company's Significant Accounting Policies.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income and Adjusted EBITDA that is reconciled to GAAP net loss reported on the accompanying Consolidated Statements of Operations below. The CODM uses consolidated net income and Adjusted EBITDA to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the entity. Adjusted EBITDA is used to monitor budget versus actual results and forecast versus actual results and is utilized when establishing management’s compensation in collaboration with the Board of Directors. Consolidated net income and Adjusted EBITDA should only be considered as supplemental to, and alongside with, other GAAP based financial performance measures, including various cash flow metrics, net income, net margin, and our other GAAP results.
The table below provides a summary of significant expense categories regularly provided to the CODM reconciled to Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to net (loss) income, for the three and six months ended September 30, 2025 and 2024. The CODM does not review segment assets at a different asset level or category than those disclosed within the consolidated balance sheets.
| | | | | | | | | | | | | | |
| | Three Months Ended |
| ($ in thousands) | | September 30,
2025 | | September 30, 2024 (As Restated) |
| Net Sales | | 44,364 | | 58,044 |
| Significant expense categories: | | | | |
| Cost of sales | | 31,949 | | 39,271 |
| Advertising | | 4,341 | | 6,069 |
Other segment expenses (1) | | 10,390 | | 10,606 |
| Adjusted EBITDA | | $ | (2,316) | | | $ | 2,098 | |
| | | | |
| (Add) subtract: | | | | |
| Share-based compensation expense (reversal) | | 248 | | 573 |
| Income taxes | | 9 | | (1,401) |
| Depreciation and amortization | | 2,278 | | 1,658 |
| Interest income (expense), net | | 326 | | (185) |
| | | | |
| Employee severance | | 1,223 | | 305 |
| Sales tax expense (income) | | — | | (1,178) |
Professional fees (2) | | 2,120 | | — |
| | | | |
| Net (loss) income | | $ | (8,520) | | | $ | 2,326 | |
| | | | | | | | | | | | | | |
| | Six Months Ended |
| ($ in thousands) | | September 30,
2025 | | September 30, 2024 (As Restated) |
| Net Sales | | 95,544 | | 124,251 |
| Significant expense categories: | | | | |
| Cost of sales | | 68,726 | | 86,441 |
| Advertising | | 10,387 | | 14,125 |
Other segment expenses (1) | | 21,443 | | 23,124 |
| Adjusted EBITDA | | $ | (5,012) | | | $ | 561 | |
| | | | |
| (Add) subtract: | | | | |
| Share-based compensation (reversal) expense | | 839 | | (7,631) |
| Income taxes | | 18 | | (443) |
| Depreciation and amortization | | 4,561 | | 3,379 |
| Interest income, net | | 524 | | (280) |
| Acquisition/Partnership transactions and other items | | — | | 180 |
| Employee severance | | 1,319 | | 454 |
| Sales tax expense (income) | | — | | (1,178) |
Professional fees (2) | | 3,141 | | — |
Impairment of goodwill and intangible assets | | 27,258 | | — |
| Net (loss) income | | $ | (42,672) | | | $ | 6,080 | |
(1) Consists of all other expenses on an Adjusted EBITDA basis, including salaries and wages, operating expenses such as utilities, insurance, professional fees, etc.
(2) Consists of professional fees related to the investigation.
Note 5: Net (Loss) Income Per Share
In accordance with the provisions of ASC Topic 260 (“Earnings Per Share”) basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share includes the dilutive effect of potential restricted and performance stock and the effects of the potential conversion of preferred shares, calculated using the treasury stock method. Unvested restricted stock and convertible preferred shares issued by the Company represent the only dilutive effect reflected in the diluted weighted average shares outstanding.
The following is a reconciliation of the numerators and denominators of the basic and diluted net (loss) income per share computations for the periods presented (in thousands, except for share and per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Six Months Ended
September 30, | | | |
| 2025 | | 2024 | | 2025 | | 2024 | | | | | | | |
| Net (loss) income (numerator): | | | | | | | | | | | | | | |
| Net (loss) income | $ | (8,520) | | | $ | 2,326 | | | $ | (42,672) | | | $ | 6,080 | | | | | | | | |
| | | | | | | | | | | | | | |
| Shares (denominator): | | | | | | | | | | | | | | |
| Weighted average number of common shares outstanding used in basic computation | 20,889,124 | | | 20,597,807 | | | 20,822,270 | | | 20,555,544 | | | | | | | | |
| Common shares issuable upon vesting of restricted stock | — | | | 330,885 | | | — | | | 374,492 | | | | | | | | |
| Common shares issuable upon conversion of preferred shares | — | | | 10,125 | | | — | | | 10,125 | | | | | | | | |
Weighted average number of common shares outstanding used in diluted computation | 20,889,124 | | | 20,938,817 | | | 20,822,270 | | | 20,940,161 | | | | | | | | |
| | | | | | | | | | | | | | |
| Net (loss) income per common share: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Basic | $ | (0.41) | | | $ | 0.11 | | | $ | (2.05) | | | $ | 0.30 | | | | | | | | |
| Diluted | $ | (0.41) | | | $ | 0.11 | | | $ | (2.05) | | | $ | 0.29 | | | | | | | | |
| | | | | | | | | | | | | | |
For the three months ended September 30, 2025 and 2024, 263,752 and 661,440 shares issuable upon vesting of restricted stock and 10,125 and zero shares issuable upon conversion of preferred shares, respectively, were excluded from the computation of diluted net (loss) income per common share, as their inclusion would have had an anti-dilutive effect on diluted net (loss) income per common share.
For the six months ended September 30, 2025 and 2024, 719,174 and 504,930 shares issuable upon vesting of restricted stock and 10,125 and zero shares issuable upon conversion of preferred shares, respectively, were excluded from the computation of diluted net (loss) income per common share, as their inclusion would have had an anti-dilutive effect on diluted net (loss) income per common share.
Note 6: Share-Based Compensation
The Company's incentive equity grants have been made under the following plans:
•In July 2015, the Company’s 2015 Outside Director Equity Compensation Restricted Stock Plan (“2015 Director Plan”) became effective upon the approval of the plan by the Company’s shareholders. The 2015 Director Plan authorized 400,000 shares of the Company's common stock available for issuance under the plan and provides for an automatic increase every year in the amount of shares available for issuance under the plan of 10% of the shares authorized under the plan.
•In July 2016, the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Employee Plan”) became effective upon the approval of the plan by the Company’s shareholders. The 2016 Employee Plan authorized 1,000,000 shares of the Company's Common stock available for issuance under the plan. In July 2022, the Company’s 2022 Employee Equity Compensation Restricted Stock Plan (“2022 Employee Plan”) became effective upon the approval of the plan by the Company’s shareholders.
•The 2022 Employee Plan replaced the 2016 Employee Plan, and as of April 2023 no further awards were granted, or will be granted, under the 2016 Employee Plan. The 2022 Employee Plan authorized 1,000,000 shares of the Company's common stock available for issuance.
•On August 8, 2024, the Company adopted the PetMed Express, Inc. 2024 Omnibus Incentive Plan (the “2024 Omnibus Plan”) pursuant to which the Company reserved 850,000 shares of common stock, par value $.001 per share, for the issuance of equity awards granted under such plan.
•On September 27, 2024, the Company adopted the PetMed Express, Inc. 2024 Inducement Incentive Plan (the “2024 Inducement Plan”) pursuant to which the Company reserved 350,000 shares of common stock, par value $.001 per share, of the Company’s common stock (subject to the adjustment provisions of the Inducement Plan) for the issuance of equity awards granted under the Inducement Plan.
The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payments”) (ASU 2016-09). The value of the restricted stock is determined based on the market value of the stock at the issuance date. The restriction period or forfeiture period is determined by the Company’s Compensation and Human Capital Committee and is to be no less than 1 year and no more than ten years unless otherwise specified by the Compensation and Human Capital Committee. The following table presents the number of common shares issued under each of the Company's plans:
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Plan Name | | Common Shares Issued |
2016 Employee Plan | | 422,438 | |
2015 Director Plan | | 247,307 | |
2022 Employee Plan | | 417,563 | |
2024 Omnibus Plan | | 190,353 | |
2024 Inducement Plan | | 136,735 | |
As of September 30, 2025, all shares in the 2022 Employee Plan, 2016 Employee Plan and 2015 Director Plan were issued subject to a restriction or forfeiture or vesting period that lapses ratably on the first, second, and third anniversaries of the date of grant, and the fair value of which is being amortized over a one to three-year restriction period, with the exception of performance restricted shares which were issued to the Company's former Chief Executive Officer and the former Company's Chief Financial Officer and Company's current Chief Executive Officer.
For the three months ended September 30, 2025 and September 30, 2024, the Company recognized compensation expense (reversal) related to the 2016 and 2022 Employee Plan, the 2015 Director Plan, 2024 Omnibus Plan and 2024 Inducement Plan of $0.2 million and $0.6 million, respectively. For the six months ended September 30, 2025 and September 30, 2024, the Company recognized compensation expense (reversal) of $0.8 million and $(7.6) million, respectively. All stock-based compensation expense is recognized as a payroll-related expense and it is included within the general and administrative expenses line item within the Company’s Consolidated Statements of Operations, and the offset is included in the additional paid-in capital line item of the Company’s Consolidated Balance Sheets. See Footnote 11, "Income Taxes" for tax impact of the Company's stock compensation expense.
Restricted Stock Awards
The fair value assigned to restricted stock awards (“RSAs”) is the market price of the Company’s stock at the grant date. The vesting period ranges from one to three years. Restricted stock award activity in the six months ended September 30, 2025 was as follows:
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| 2015 Director Plan Number of Shares | | 2016 Employee Plan Number of Shares | | 2022 Employee Plan Number of Shares | | 2024 Omnibus Plan Number of Shares | | 2024 Inducement Plan Number of Shares | | All Plans Number of Shares | | Weighted-Average Grant Date Fair Value |
| Non-vested restricted stock outstanding at March 31, 2025 | 9,207 | | | 8,686 | | | — | | | — | | | — | | | 17,893 | | | $ | 21.39 | |
| Granted and issued | — | | | — | | | — | | | 10,000 | | | 15,000 | | | 25,000 | | | $ | 2.84 | |
| Vested | (6,166) | | | (7,114) | | | — | | | — | | | — | | | (13,280) | | | $ | 21.68 | |
| Forfeited | (3,041) | | | (947) | | | — | | | — | | | — | | | (3,988) | | | $ | 20.85 | |
| Non-vested restricted stock outstanding at September 30, 2025 | – | | | 625 | | | — | | | 10,000 | | | 15,000 | | | 25,625 | | | $ | 3.23 | |
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At September 30, 2025 and 2024, there were 25,625 and 29,248 RSAs subject to restriction and forfeiture outstanding, respectively. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense (reversal) related to RSAs of $(24) thousand and $0.2 million, respectively. For the six months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense (reversal) related to RSAs of $48 thousand and $(8.3) million, respectively.
Restricted Stock Units
The Company first granted restricted stock units (“RSUs”) in the year ended March 31, 2024. The fair value assigned to RSUs is the market price of the Company’s stock on the grant date. The vesting period for employees and members of the Board of Directors generally ranges from one to three years. For the six months ended September 30, 2025, RSU activity under the 2022 Employee Plan, 2015 Director Plan, 2024 Omnibus Plan and 2024 Inducement Plan was as follows:
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| | 2015 Director Plan Number of Shares | | 2022 Employee Plan Number of Shares | | 2024 Omnibus Plan Number of Shares | | 2024 Inducement Plan Number of Shares | | All Plans Number of Shares | | Weighted-Average
Grant Date
Fair Value Per RSU |
| Balance at March 31, 2025 | | 22,316 | | | 568,416 | | | 321,022 | | | 290,000 | | | 1,201,754 | | | $ | 4.49 | |
| Granted | | — | | | — | | | 6,627 | | | — | | | 6,627 | | | $ | 3.20 | |
| Vested and issued | | (10,097) | | | (250,830) | | | (76,336) | | | (95,068) | | | (432,331) | | | $ | 4.38 | |
| Forfeited | | (7,219) | | | (265,265) | | | (130,502) | | | (168,265) | | | (571,251) | | | $ | 4.35 | |
| Balance at September 30, 2025 | | 5,000 | | | 52,321 | | | 120,811 | | | 26,667 | | | 204,799 | | | $ | 5.04 | |
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The total grant-date fair value of RSUs granted during the three months ended September 30, 2025 and 2024 was $10 thousand and $1.2 million, respectively. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $0.3 million and $0.4 million, respectively.
The total grant-date fair value of RSUs granted during the six months ended September 30, 2025 and 2024 was $21 thousand and $4.0 million, respectively. For the six months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $0.8 million and $0.7 million, respectively.
Performance Stock Units
The fair value assigned to performance stock units (“PSUs”) is determined using the market price of the Company’s stock on the grant date for awards with a performance condition, and by using a Monte Carlo simulation for awards with a market condition. PSUs with a performance condition generally vest over one year. PSUs with a market condition generally vest over three years. Stock-based compensation expense associated with PSUs with a performance condition are re-assessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of shares of common stock that are issued to an employee is the result of the actual performance of the Company or individual at the end of the performance period compared to the performance targets.
For the six months ended September 30, 2025, PSU activity under the 2022 Employee Plan, 2015 Director Plan, 2024 Omnibus Plan and 2024 Inducement Plan was as follows:
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| | 2015 Director Plan Number of Shares | | 2022 Employee Plan Number of Shares | | 2024 Omnibus Plan Number of Shares | | 2024 Inducement Plan Number of Shares | | All Plans Number of Shares | | Weighted-Average
Grant Date
Fair Value Per PSU |
| Balance at March 31, 2025 | | — | | — | | 146,772 | | — | | 146,772 | | $ | 3.47 | |
| Granted | | — | | — | | — | | — | | — | | $ | — | |
| Vested and issued | | — | | — | | — | | — | | — | | $ | — | |
| Forfeited | | — | | — | | (146,772) | | — | | (146,772) | | $ | 3.47 | |
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| Balance at September 30, 2025 | | — | | — | | — | | — | | — | | $ | — | |
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There were no PSU’s granted in the three months ended and six months ended September 30, 2025 and 2024. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense (reversal), net of forfeitures, related to PSUs of $(78) thousand and $0 thousand, respectively. For the six months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense (reversal)expense, net of forfeitures, related to PSUs of $(35) thousand and $(36) thousand, respectively.
Note 7: Fair Value
The Company carries cash and cash equivalents at fair value in the unaudited Condensed Consolidated Balance Sheets. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. ASC Topic 820 (“Fair Value Measurement”) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. At September 30, 2025 and March 31, 2025, the Company had invested the majority of its $36.1 million and $54.7 million cash and cash equivalents balance in money market funds which are classified within Level 1.
Note 8: Intangible and Other Assets, Net
Intangible assets and other assets, net consisted of the following (in thousands):
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| Useful Life | | Gross Value | | Accumulated Amortization | | Net Carrying Value | | Weighted Average Remaining Useful Life (Years) |
| September 30, 2025 | | | | | | | | | |
| Intangible Assets | | | | | | | | | |
| Toll-free telephone number | Indefinite | | $ | 375 | | | $ | – | | | $ | 375 | | | Indefinite |
| Internet domain names | Indefinite | | 485 | | | – | | | 485 | | | Indefinite |
| Trade Names - PetCareRx | Indefinite | | 800 | | | – | | | 800 | | | Indefinite |
| Customer Relationships -PetCareRx | 7 years | | 6,700 | | | (2,393) | | | 4,307 | | | 4.5 years |
| Developed Technology - PetCareRx | 3 years | | 3,000 | | | (2,500) | | | 500 | | | 0.5 years |
| | | $ | 11,360 | | | $ | (4,893) | | | $ | 6,467 | | | |
| Other Assets | | | | | | | | | |
| Minority interest investment in Vetster | N/A | | 5,300 | | | – | | | 5,300 | | | N/A |
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| Balance September 30, 2025 | | | $ | 16,660 | | | $ | (4,893) | | | $ | 11,767 | | | |
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| March 31, 2025 | | | | | | | | | |
| Intangible Assets | | | | | | | | | |
| Toll-free telephone number | Indefinite | | $ | 375 | | | $ | – | | | $ | 375 | | | Indefinite |
| Internet domain names | Indefinite | | 485 | | | – | | | 485 | | | Indefinite |
| Trade Names - PetCareRx | Indefinite | | 1,400 | | | | | 1,400 | | | Indefinite |
| Customer Relationships -PetCareRx | 7 years | | 6,700 | | | (1,914) | | | $ | 4,786 | | | 5 years |
| Developed Technology - PetCareRx | 3 years | | 3,000 | | | (2,000) | | | $ | 1,000 | | | 1 year |
| | | $ | 11,960 | | | $ | (3,914) | | | $ | 8,046 | | | |
| Other Assets | | | | | | | | | |
| Minority interest investment in Vetster | N/A | | 5,300 | | | – | | | 5,300 | | | N/A |
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| Balance March 31, 2025 | | | $ | 17,260 | | | $ | (3,914) | | | $ | 13,346 | | | |
Amortization expense for intangible assets was $0.5 million and $0.5 million for the three months ended September 30, 2025 and 2024. Amortization expense for intangible assets was $1.0 million and $1.0 million for the six months ended September 30, 2025 and 2024. The indefinite life intangibles are not being amortized and are subject to an annual review for impairment in accordance with the ASC Topic 350 (“Goodwill and Other Intangible Assets”). The Company recorded a $0.6 million trade name impairment for the six months ended September 30, 2025.
On April 19, 2022, the Company engaged in a three-year partnership agreement with Vetster Inc. (“Vetster”), a Canadian veterinary telehealth company. The Company also purchased a 5% minority interest in Vetster in the amount of $5.0 million and received warrants for additional equity in Vetster, which are tied to future performance milestones. Under the terms of the agreement, Vetster became the exclusive provider of telehealth and telemedicine services to the Company. The minority interest investment is being valued on the cost basis and the investment will be evaluated periodically for any impairment. On October 3, 2023, the Company purchased additional shares in Vetster in the amount of $0.3 million, which increased the minority interest investment to $5.3 million. Following this round, the Company’s minority ownership changed to approximately 4.8% of Vetster’s outstanding shares.
Note 9: Commitments and Contingencies
Legal Matters and Routine Proceedings
On April 18, 2024, Plaintiff Timothy Fitchett (“Plaintiff”) filed an action against the Company in the Court of Common Pleas of Allegheny County, Pennsylvania, on behalf of himself and purportedly on behalf of a class of others
similarly situated. Plaintiff alleges that the Company violated Pennsylvania’s Unfair Trade Practices and Consumer Protection Law by representing “reg.” prices for products which the Company allegedly never charged for those products. On May 13, 2024, the Company removed the matter to the U.S. District Court for the Western District of Pennsylvania in Pittsburgh. The Company successfully opposed the Plaintiff's motion to remand the case back to the Court of Common Pleas. On the face of the complaint, Plaintiff is seeking damages for himself in the amount of the allegedly illusory discounts he allegedly believed he was receiving when purchasing products from the Company or, in the alternative, a complete refund of amounts he paid to the Company, and he is also seeking a liability determination for members of the proposed class. The Company denies liability in this matter and intends to defend the action accordingly. The Company cannot determine materiality or estimate a range of potential liability, if any, at this time if the Company were determined to be liable.
The Company may from time to time be involved in various other claims and lawsuits in the ordinary course of business, including claims related to products, product warranties, contracts, employment, intellectual property, consumer protection, pharmacy and other regulatory matters. The Company has settled complaints that had been filed with various states’ pharmacy boards in the past. There can be no assurances made that other states will not attempt to take similar actions against the Company in the future. The Company also intends to vigorously defend its trade or service marks. There can be no assurance that the Company will be successful in protecting its trade or service marks. Legal costs related to the above matters are expensed as incurred. From time to time, the Company may be involved in and subject to disputes and legal proceedings, as well as demands, claims and threatened litigation that arise in the ordinary course of its business. These proceedings may include allegations involving business practices, infringement of intellectual property, employment or other matters. The ultimate outcome of any legal proceeding is often uncertain, there can be no assurance that the Company will be successful in any legal proceeding, and unfavorable outcomes could have a negative impact on our results of operations and financial condition. In accordance with ASC Topic 450-20 ("Loss Contingencies"), the Company records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews the status of each significant matter each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the financial statements not misleading. If the loss is not probable and cannot be reasonably estimated, a liability is not recorded in the Company’s financial statements. Gain contingencies are not recorded until they are realized. Legal costs related to any legal matters are expensed as incurred.
Note 10: Changes in Shareholders’ Equity:
Changes in Shareholders’ Equity for the three and six months ended September 30, 2025 is summarized below (in thousands):
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| | Common Stock | | Additional
Paid-In
Capital | | Retained
Earnings |
| | Share | | Amounts | | |
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| Beginning balance at March 31, 2025: | | 20,657 | | $ | 21 | | | $ | 18,560 | | | $ | 66,544 | |
| Net share settlement of restricted stock units | | 178 | | | — | | | (28) | | | — | |
| Stock based compensation | | — | | | — | | | 591 | | | — | |
| Dividends forfeited | | — | | | — | | | — | | | 1 | |
| Net loss | | — | | | — | | | — | | | (34,152) | |
| Ending balance at June 30, 2025: | | 20,835 | | $ | 21 | | | $ | 19,123 | | | $ | 32,393 | |
| Net share settlement of restricted stock units | | 180 | | — | | | (209) | | | — | |
| Stock based compensation expense | | — | | | — | | | 247 | | | — | |
| Dividends forfeited | | — | | | — | | | — | | | — | |
| Net loss | | — | | | — | | | — | | | (8,520) | |
| Ending balance at September 30, 2025: | | 21,016 | | $ | 21 | | | $ | 19,161 | | | $ | 23,873 | |
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Changes in Shareholders’ Equity for the three and six months ended September 30, 2024 is summarized below (in thousands):
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| | Common Stock | | Additional
Paid-In
Capital | | Retained
Earnings |
| | Share | | Amounts | | |
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| Beginning balance at March 31, 2024: | | 21,149 | | $ | 21 | | | $ | 25,146 | | | $ | 71,555 | |
| Cancellation of restricted stock, net | | (548) | | — | | — | | | — | | | — | |
| Stock based compensation (reversal) | | — | | | — | | | (8,204) | | | — | |
| Dividends forfeited | | — | | | — | | | — | | | 1,250 | |
| Net loss | | — | | | — | | | — | | | 3,754 | |
| Ending balance at June 30, 2024: | | 20,601 | | $ | 21 | | | $ | 16,942 | | | $ | 76,559 | |
| Issuance of restricted stock, net | | 62 | | — | | — | | — |
| Stock based compensation expense | | — | | | — | | | 573 | | | — | |
| Dividends declared | | — | | | — | | | — | | | 4 | |
| Net income | | — | | | — | | | — | | | 2,326 | |
| Ending balance at September 30, 2024: | | 20,663 | | $ | 21 | | | $ | 17,515 | | | $ | 78,889 | |
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There were 76,064 and zero shares of common stock that were purchased for net settlement in the six months ended September 30, 2025 or 2024, respectively.
On December 2, 2024, the Board of Directors (the “Board”) of the Company adopted a rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of Company common stock, to shareholders of record at the close of business on December 16, 2024 (the “Record Date”). The description and terms of the Rights are set forth in a rights agreement, dated as of December 3, 2024 (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, a federally chartered trust company, as rights agent.
The Board adopted the Rights Agreement to protect the investment of shareholders during a period in which it believes shares of the Company do not reflect the inherent value of the business or its long-term growth potential, and during which there have been recent significant accumulations of common stock by certain shareholders. The Rights Agreement is intended to enable shareholders to realize the long-term value of their investment in the Company by reducing the likelihood that any entity, person, or group is able to gain a control or control-like position in the Company through open market accumulation without paying all shareholders an appropriate control premium or providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of all shareholders.
In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company and certain other excluded persons and exempt persons), that is or becomes the beneficial owner of 12.5% or more of the common stock without the prior approval of the Board following the first public announcement by the Company of the adoption of the Rights Agreement. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain derivative arrangements.
In general, each Right entitles its registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (“Preferred Stock”), of the Company at an exercise price of $27.00 per Right, subject to adjustment under certain circumstances (the “Purchase Price”). The Rights will become exercisable if (among other things) any person or group acquires 12.5% or more of the outstanding common stock, including through derivatives agreements, without the approval of the Board (an “Acquiring Person”). If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person or any associate or affiliate thereof may, upon exercise of a Right, purchase for the Purchase Price shares of Common Stock with a market value of two times the Purchase Price, based on the market price of the Common Stock prior to such acquisition. If the Company is acquired in a merger or similar transaction after an Acquiring Person becomes such, all holders of Rights except the Acquiring Person or any associate or affiliate thereof may, upon exercise of a Right, purchase for the Purchase Price shares of the acquiring company with a market value of two times the Purchase Price, based on the market price of the acquiring company’s stock prior to such transaction. Any Rights held by an Acquiring Person will be void and may not be exercised.
On November 26, 2025, the Board unanimously approved an amendment to the Rights Agreement, pursuant to which the expiration date of the Rights Agreement was extended for one year from the close of business on December 2, 2025 until the close of business on December 2, 2026. All other terms and conditions of the Rights Agreement remain unchanged.
After giving effect to such amendment, the Rights will expire on the earliest to occur of (a) the close of business on December 2, 2026, (b) the time at which the Rights are redeemed by the Company (as provided in the Rights Agreement), or (c) the time at which the Rights are exchanged by the Company (as provided in the Rights Agreement). There was no impact to the Company’s current period financial statements from adopting this Rights Agreement.
In connection with the adoption of the Rights Agreement, the Board adopted Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”), which designates the rights, preferences, and privileges of 100,000 shares of a new series of the Company’s preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock. The Company filed the Articles of Amendment with the Secretary of State of the State of Florida on December 3, 2024.
Note 11: Income Taxes
For the three months ended September 30, 2025 and 2024, the Company recorded an income tax provision of approximately $9 thousand and an income tax benefit of approximately $1.4 million, respectively, and for the six months ended September 30, 2025 and 2024, the Company recorded an income tax provision of $18 thousand and an income tax benefit of $0.4 million, respectively. The effective tax rate for the three months ended September 30, 2025 was approximately (0.1)%, compared to approximately (151.5)% for the three months ended September 30, 2024, and the effective tax rate for the six months ended September 30, 2025 was approximately 0.0%, compared to approximately (7.9)% for the six months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 differs from the statutory rate primarily as a result of the goodwill impairment and the Company maintaining a valuation allowance against the majority of our deferred tax assets.
As of September 30, 2025, the Company maintained a valuation allowance against the majority of our deferred tax assets for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and past financial performance.
On July 4, 2025, the “One Big Beautiful Bill Act”, or “OBBBA”, was signed into law, which represents the enactment date under U.S. GAAP. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxed Income (“GILTI”), and Foreign-Derived Intangible Income (“FDII”) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements.
In accordance with ASC 740, the effects of the new tax legislation are recognized in the period of enactment. Management has evaluated the provisions of the OBBBA, recalculated temporary differences, reassessed valuation allowances, and considered any necessary adjustments. Based on this evaluation, management concluded that the effects of the OBBBA are not material to the Company’s consolidated financial statements for the three and six months ended September 30, 2025. Management will continue to monitor forthcoming guidance, interpretations, and technical clarifications to assess whether any future adjustments or additional disclosures may be required.
Note 12: Subsequent Events
Unsolicited and Non-Binding Acquisition Proposals Received
In December, 2025, the Company received public unsolicited and non-binding acquisition proposals to acquire all of the outstanding shares of the Company at prices ranging from $4 to $4.25 per share in cash, subject to various conditions such as due diligence and the execution of a mutually acceptable definitive agreement, but not subject to any financing contingency. The Company’s Board, consistent with its fiduciary duties and in consultation with its financial and legal advisors, will carefully review and consider the acquisition proposals to determine the course of action that it believes is in the best interests of the Company and its stockholders.