Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The unaudited condensed consolidated financial statements for the three and nine months ended December 31, 2022 (collectively, the "Affected Periods") have been restated to account for material misstatements related to the collection of sales taxes on sales of products and services to customers as further described below and the accounting treatment related to the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023 (collectively, the “Misstatements”). The Company also restated all amounts impacted within the notes to the financial statements. A description of the adjustments and their impacts on the previously issued financial statements for each of the Affected Periods are included below. As a result of the Misstatements, our previously issued condensed consolidated financial statements for the Affected Periods should no longer be relied upon. In addition, we have filed our 2023 Form 10-K/A and an Amendment No. 1 to our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2023 and September 30, 2023, to reflect the correction of the Misstatements. Description of restatement adjustments In the third quarter of fiscal year 2024, the Company, reviewed the accounting treatment related to its previously reported sales tax accruals as well as the accounting treatment related to the valuation of the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023. As a result of this review, management determined that the Company incorrectly applied U.S. GAAP as it relates to the sales tax liability and improperly valued the deferred tax asset and goodwill included in its unaudited condensed consolidated financial statements for each of the Affected Periods. We corrected the Misstatements relating to sales tax accruals by recording sales tax accruals as of the end of each of the Affected Periods using a legal liability approach under Accounting Standards Codification Topic 405, Liabilities. The sales tax accrual amounts assume that (i) customers who have not yet provided certificates or other documentation of exemption from sales tax are taxable, (ii) total potential interest and penalty assessments may be imposed, and (iii) the Company will not receive waivers of interest and penalties or other benefits under agreements it may obtain with jurisdictions from its outreach with voluntary disclosures. The Company expects to make adjustments to the sales tax liability in future periods as and if it obtains any waivers of interest and penalties or other benefits from its voluntary disclosures and as and if it obtains additional documentation from customers supporting exemption from sales tax. In addition, we have corrected Misstatements relating to the deferred tax asset we recognized in connection with our acquisition of PetCareRx on April 3, 2023 (the “Acquisition”) as of the end of each of the Affected Periods. In the accounting for the Acquisition, it was determined that we incorrectly valued deferred tax assets associated with loss carryforwards of PetCareRx under section 382 of the Internal Revenue Code. A summary of the impact of the adjustments described above relating to the Misstatements in each of the Affected Periods, is as follows: December 31, 2022 Three Months Ended Nine Months Ended (in thousands) As previously reported As restated As previously reported As restated Sales $ 58,870 $ 58,870 $ 194,451 $ 194,172 Gross profit $ 15,238 $ 15,238 $ 53,632 $ 53,353 (Loss) income from operations $ (769) $ (769) $ 5,682 $ 6,263 Net (loss) income $ (19) $ (212) $ 5,335 $ 5,356 December 31, 2022 Three Months Ended Nine Months Ended As previously reported As restated As previously reported As restated Net (loss) income (numerator): Net (loss) income $ (19) $ (212) $ 5,335 $ 5,356 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,301,384 20,301,384 20,257,145 20,257,145 Common shares issuable upon vesting of restricted stock — — 71,794 71,794 Common shares issuable upon conversion of preferred shares — — 10,125 10,125 Shares used in diluted computation 20,301,384 20,301,384 20,339,064 20,339,064 Net (loss) income per common share: Basic $ — $ (0.01) $ 0.26 $ 0.26 Diluted $ — $ (0.01) $ 0.26 $ 0.26 The restated unaudited interim financial information for the relevant unaudited interim financial statements for the quarterly period ended December 31, 2022 is also included below and identified in the Restatement Reconciliation Tables in the column entitled "Reference". The categories of restatement adjustments and their impacts on previously reported financial statements are described below: a. Sales Tax – Sales tax on sales of services to customers who were subject to sales tax, inclusive of total potential penalties and interest, that was not previously accrued by the Company is corrected by an increase to sales tax liabilities on the consolidated balance sheets. The effect of the adjustments on the consolidated statements of operations were recorded as a reduction to sales for the amount of tax, an increase to general and administrative expenses for accrued penalties and interest is included in other interest(expense) on the consolidated statements of operations. b. Tax provision / accrual – Tax provisions, deferred tax assets and liabilities were adjusted based on restated net income and restated deferred assets valuation in connection with the acquisition of PetCareRx. c. Deferred tax asset adjustment - Deferred tax asset recognized in connection with the acquisition of PetCareRx on April 3, 2023. Consolidated Financial Statements - Restatement Reconciliation Tables In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, we are restating the previously issued unaudited consolidated financial statements as of, and for the three and nine months ended December 31, 2022, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures. In the following tables, we have presented a reconciliation of our consolidated balance sheets, statements of operations, and cash flows as previously reported for these prior periods to the restated and revised amounts. Summary of Restatement - Consolidated Balance Sheets December 31, 2022 As Previously Reported Restatement Adjustments Reference As Restated ASSETS Current assets: Cash and cash equivalents $ 102,428 $ — $ 102,428 Accounts receivable, less allowance for doubtful accounts of $40 1,944 — 1,944 Inventories - finished goods 22,402 — 22,402 Prepaid expenses and other current assets 5,637 — 5,637 Prepaid income taxes 1,608 — 1,608 Total current assets 134,019 — 134,019 Noncurrent assets: Property and equipment, net 25,242 — 25,242 Intangible and other assets 5,860 — 5,860 Deferred tax assets — 4,493 b, c 4,493 Total noncurrent assets 31,102 4,493 35,595 Total assets $ 165,121 $ 4,493 $ 169,614 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 24,317 $ — $ 24,317 Sales tax payable — 26,448 a 26,448 Accrued expenses and other current liabilities 6,754 (2,775) a 3,979 Total current liabilities 31,071 23,673 54,744 Deferred tax liabilities 465 (465) c — Total liabilities 31,536 23,208 54,744 Commitments and contingencies — — — Shareholders' equity: Preferred stock, $0.001 par value, 5,000,000 shares authorized; 2,500 convertible shares issued and outstanding with a liquidation preference of $4 per share 9 — 9 Common stock, $0.001 par value, 40,000,000 shares authorized; 21,077,077 shares issued and outstanding 21 — 21 Additional paid-in capital 16,647 — 16,647 Retained earnings 116,908 (18,715) a, b, c 98,193 Total shareholders' equity 133,585 (18,715) 114,870 Total liabilities and shareholders' equity $ 165,121 $ 4,493 $ 169,614 Summary of Restatement - Consolidated Statements of Operations Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 58,870 $ — $ 58,870 $ 194,451 $ (279) a $ 194,172 Cost of sales 43,632 — 43,632 140,819 — 140,819 Gross profit 15,238 — 15,238 53,632 (279) 53,353 Operating expenses: General and administrative 10,425 — 10,425 30,529 (860) a 29,669 Advertising 4,641 — 4,641 14,869 — 14,869 Depreciation 941 — 941 2,552 — 2,552 Total operating expenses 16,007 — 16,007 47,950 (860) 47,090 (Loss) income from operations (769) — (769) 5,682 581 6,263 Other income: Interest income, net 708 (409) a 299 1,213 (1,202) a 11 Other, net 259 — 259 718 — 718 Total other income 967 (409) 558 1,931 (1,202) 729 Income (loss) before provision for income taxes 198 (409) (211) 7,613 (621) 6,992 Provision for income taxes 217 (216) b 1 2,278 (642) b 1,636 Net (loss) income $ (19) $ (193) $ (212) $ 5,335 $ 21 $ 5,356 Net (loss) income per common share: Basic $ — $ (0.01) $ (0.01) $ 0.26 $ — $ 0.26 Diluted $ — $ (0.01) $ (0.01) $ 0.26 $ — $ 0.26 Weighted average number of common shares outstanding: Basic 20,301,384 — 20,301,384 20,257,145 — 20,257,145 Diluted 20,301,384 — 20,301,384 20,339,064 — 20,339,064 Cash dividends declared per common share $ 0.30 $ — $ 0.30 $ 0.90 $ — $ 0.90 Summary of Restatement - Consolidated Cash Flow Statement Nine Months Ended December 31, 2022 As Previously Reported Restatement Adjustments Reference As Restated Cash flows from operating activities: Net income $ 5,335 $ 21 a $ 5,356 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,552 — 2,552 Share based compensation 4,987 — 4,987 Deferred income taxes (471) (643) b (1,114) Bad debt expense 292 — 292 (Increase) decrease in operating assets and increase (decrease) in liabilities: Accounts receivable (324) — (324) Inventories - finished goods 10,053 — 10,053 Prepaid income taxes (927) — (927) Prepaid expenses and other current assets (771) — (771) Accounts payable (3,183) — (3,183) Sales tax payable — 2,291 a 2,291 Accrued expenses and other current liabilities 536 (1,669) a (1,133) Net cash provided by operating activities 18,079 — 18,079 Cash flows from investing activities: Purchase of minority interest investment in Vetster (5,000) — (5,000) Purchases of property and equipment (3,329) — (3,329) Net cash used in investing activities (8,329) — (8,329) Cash flows from financing activities: Dividends paid (18,402) — (18,402) Net cash used in financing activities (18,402) — (18,402) Net (decrease) increase in cash and cash equivalents (8,652) — (8,652) Cash and cash equivalents, at beginning of year 111,080 — 111,080 Cash and cash equivalents, at end of year $ 102,428 $ — $ 102,428 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 3,870 $ — $ 3,870 Dividends payable in accrued expenses $ 1,079 $ — $ 1,079 |