UNITED
STATES
securities
and exchange commission
Washington D.C. 20549
FORM
10-Q
(Mark One)
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period
ended December 31, 2015
or
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the transition period
from _____________ to _____________
Commission file number:
000-28827
PETMED
EXPRESS, INC.
(Exact name of registrant
as specified in its charter)
FLORIDA |
65-0680967 |
(State or other
jurisdiction of
incorporation
or organization) |
(I.R.S. Employer
Identification
No.) |
1441 S.W. 29th
Avenue, Pompano Beach, Florida 33069
(Address of principal
executive offices, including zip code)
(954) 979-5995
(Registrant’s telephone
number, including area code)
N/A
(Former name, former
address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes
x
No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large
accelerated filer |
¨ |
Accelerated
filer |
x |
Non-accelerated
filer |
¨ |
Smaller reporting
company |
¨ |
(Do
not check if smaller reporting company) |
|
|
Indicate by check mark whether the registrant
is a shell company (defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No x
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 20,326,942 Common Shares,
$.001 par value per share at February 1, 2016.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PETMED
EXPRESS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In thousands, except
for per share amounts)
| |
December 31, | | |
March 31, | |
| |
2015 | | |
2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 47,129 | | |
$ | 35,613 | |
Short term investments - available for sale | |
| 15,608 | | |
| 15,591 | |
Accounts receivable, less allowance for doubtful accounts
of $10 and $8, respectively | |
| 1,365 | | |
| 1,931 | |
Inventories - finished goods | |
| 18,861 | | |
| 25,068 | |
Prepaid expenses and other current assets | |
| 2,275 | | |
| 1,380 | |
Deferred tax assets | |
| 848 | | |
| 817 | |
Prepaid income taxes | |
| 334 | | |
| - | |
Total current assets | |
| 86,420 | | |
| 80,400 | |
| |
| | | |
| | |
Noncurrent assets: | |
| | | |
| | |
Property and equipment, net | |
| 1,202 | | |
| 1,569 | |
Intangible assets | |
| 860 | | |
| 860 | |
Deferred tax assets | |
| 101 | | |
| 23 | |
| |
| | | |
| | |
Total assets | |
$ | 88,583 | | |
$ | 82,852 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 5,365 | | |
$ | 5,153 | |
Accrued expenses and other current liabilities | |
| 2,343 | | |
| 2,214 | |
Income taxes payable | |
| - | | |
| 50 | |
| |
| | | |
| | |
Total liabilities | |
| 7,708 | | |
| 7,417 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Shareholders' equity: | |
| | | |
| | |
Preferred stock, $.001 par value, 5,000 shares authorized;
3 convertible shares issued and outstanding with a liquidation preference of $4 per share | |
| 9 | | |
| 9 | |
Common stock, $.001 par value, 40,000 shares authorized;
20,327 and 20,262 shares issued and outstanding, respectively | |
| 20 | | |
| 20 | |
Additional paid-in capital | |
| 4,398 | | |
| 3,117 | |
Retained earnings | |
| 76,535 | | |
| 72,343 | |
Accumulated other comprehensive
loss | |
| (87 | ) | |
| (54 | ) |
| |
| | | |
| | |
Total shareholders' equity | |
| 80,875 | | |
| 75,435 | |
| |
| | | |
| | |
Total liabilities and shareholders'
equity | |
$ | 88,583 | | |
$ | 82,852 | |
See accompanying notes to condensed consolidated financial statements.
PETMED
EXPRESS, INC. AND SUBSIDIARIES
condensed
consolidated statementS of COMPREHENSIVE INCOME
(In thousands, except for per share amounts)(Unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Sales | |
$ | 50,933 | | |
$ | 49,284 | | |
$ | 179,292 | | |
$ | 179,401 | |
Cost of sales | |
| 34,179 | | |
| 32,184 | | |
| 120,659 | | |
| 120,070 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 16,754 | | |
| 17,100 | | |
| 58,633 | | |
| 59,331 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 4,977 | | |
| 4,946 | | |
| 16,164 | | |
| 16,202 | |
Advertising | |
| 3,988 | | |
| 4,323 | | |
| 18,122 | | |
| 21,134 | |
Discontinued project costs | |
| - | | |
| - | | |
| - | | |
| 1,714 | |
Depreciation | |
| 167 | | |
| 165 | | |
| 544 | | |
| 487 | |
Total operating expenses | |
| 9,132 | | |
| 9,434 | | |
| 34,830 | | |
| 39,537 | |
| |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 7,622 | | |
| 7,666 | | |
| 23,803 | | |
| 19,794 | |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest income, net | |
| 55 | | |
| 50 | | |
| 160 | | |
| 138 | |
Other, net | |
| (4 | ) | |
| (4 | ) | |
| (12 | ) | |
| 3 | |
Total other income | |
| 51 | | |
| 46 | | |
| 148 | | |
| 141 | |
| |
| | | |
| | | |
| | | |
| | |
Income before provision for income taxes | |
| 7,673 | | |
| 7,712 | | |
| 23,951 | | |
| 19,935 | |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| 2,783 | | |
| 2,915 | | |
| 8,802 | | |
| 7,433 | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 4,890 | | |
$ | 4,797 | | |
$ | 15,149 | | |
$ | 12,502 | |
| |
| | | |
| | | |
| | | |
| | |
Net change in unrealized loss
on short term investments | |
| (14 | ) | |
| (20 | ) | |
| (33 | ) | |
| (13 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive income | |
$ | 4,876 | | |
$ | 4,777 | | |
$ | 15,116 | | |
$ | 12,489 | |
| |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.24 | | |
$ | 0.24 | | |
$ | 0.75 | | |
$ | 0.62 | |
Diluted | |
$ | 0.24 | | |
$ | 0.24 | | |
$ | 0.75 | | |
$ | 0.62 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 20,145 | | |
| 20,038 | | |
| 20,115 | | |
| 20,005 | |
Diluted | |
| 20,251 | | |
| 20,162 | | |
| 20,232 | | |
| 20,133 | |
| |
| | | |
| | | |
| | | |
| | |
Cash dividends declared per common
share | |
$ | 0.18 | | |
$ | 0.17 | | |
$ | 0.54 | | |
$ | 0.51 | |
See accompanying notes to condensed consolidated financial statements.
PETMED
EXPRESS, INC. AND SUBSIDIARIES
condensed
consolidated statementS of cash flows
(In thousands)(Unaudited)
| |
Nine Months Ended | |
| |
December 31, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | | |
| | |
Net income | |
$ | 15,149 | | |
$ | 12,502 | |
Adjustments to reconcile net income to net cash provided
by operating activities: | |
| | | |
| | |
Depreciation | |
| 544 | | |
| 487 | |
Share based compensation | |
| 1,189 | | |
| 1,118 | |
Discontinued project costs | |
| - | | |
| 1,714 | |
Deferred income taxes | |
| (109 | ) | |
| 129 | |
Bad debt expense | |
| 243 | | |
| 66 | |
(Increase) decrease in operating assets and increase
(decrease) in liabilities: | |
| | | |
| | |
Accounts receivable | |
| 323 | | |
| 343 | |
Inventories - finished goods | |
| 6,207 | | |
| 14,114 | |
Prepaid income taxes | |
| (334 | ) | |
| 54 | |
Prepaid expenses and other current assets | |
| (895 | ) | |
| 763 | |
Accounts payable | |
| 212 | | |
| (1,892 | ) |
Income taxes payable | |
| (50 | ) | |
| 283 | |
Accrued expenses and other current
liabilities | |
| 156 | | |
| (153 | ) |
Net cash provided by operating
activities | |
| 22,635 | | |
| 29,528 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Net change in short term investments | |
| (50 | ) | |
| (53 | ) |
Purchases of property and equipment | |
| (177 | ) | |
| (398 | ) |
Net cash used in investing activities | |
| (227 | ) | |
| (451 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Dividends paid | |
| (10,984 | ) | |
| (10,353 | ) |
Tax adjustment related to restricted
stock | |
| 92 | | |
| 39 | |
Net cash used in financing activities | |
| (10,892 | ) | |
| (10,314 | ) |
| |
| | | |
| | |
Net increase in cash and cash equivalents | |
| 11,516 | | |
| 18,763 | |
Cash and cash equivalents, at
beginning of period | |
| 35,613 | | |
| 18,305 | |
| |
| | | |
| | |
Cash and cash equivalents, at
end of period | |
$ | 47,129 | | |
$ | 37,068 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
| |
| | | |
| | |
Cash paid for income taxes | |
$ | 9,203 | | |
$ | 6,929 | |
| |
| | | |
| | |
Dividends payable in accrued
expenses | |
$ | 185 | | |
$ | 225 | |
See accompanying notes to condensed consolidated financial statements.
PETMED EXPRESS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Organization
PetMed Express, Inc.
and subsidiaries, d/b/a 1-800-PetMeds (the “Company”), is a leading nationwide pet pharmacy. The Company markets prescription
and non-prescription pet medications, health products, and supplies for dogs and cats, direct to the consumer. The Company offers
consumers an attractive alternative for obtaining pet medications in terms of convenience, price, and speed of delivery. The Company
markets its products through national television, online, and direct mail/print advertising campaigns, which aim to increase the
recognition of the “1-800-PetMeds” brand name, and “PetMeds” family of trademarks, increase traffic on
its website at www.1800petmeds.com, acquire new customers, and maximize repeat purchases. The majority of the Company’s
sales are to residents in the United States. The Company’s executive offices are located in Pompano Beach, Florida. The
Company’s fiscal year end is March 31, and references herein to Fiscal 2016 or 2015 refer to the Company's fiscal years
ending March 31, 2016 and 2015, 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
of America for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial
Statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position
of the Company at December 31, 2015, the Statements of Comprehensive Income for the three and nine months ended December 31, 2015
and 2014, and Cash Flows for the nine months ended December 31, 2015 and 2014. The results of operations for the three and nine
months ended December 31, 2015 are not necessarily indicative of the operating results expected for the fiscal year ending March
31, 2016. These financial statements should be read in conjunction with the financial statements and notes thereto contained in
the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2015. The Condensed Consolidated Financial
Statements include the accounts of PetMed Express, Inc. and its wholly owned subsidiaries. All significant intercompany transactions
have been eliminated upon consolidation.
Use of Estimates
The preparation of Condensed
Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America
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 Condensed Consolidated Financial Statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts
of the Company's cash and cash equivalents, short term investments, accounts receivable, and accounts payable approximate fair
value due to the short-term nature of these instruments.
Recent Accounting Pronouncements
The Company does not
believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material
effect on the Company’s consolidated financial position, results of operations, or cash flows.
Note 2: Short Term Investments
The Company’s
short term investments balance consists of short term bond mutual funds. In accordance with ASC Topic 320 (“Accounting
for Certain Investments in Debt and Equity Securities”), short term investments are accounted for as available for sale
securities with any changes in fair value to be reflected in other comprehensive income. The Company had a short term investments
balance of $15.6 million as of both December 31, 2015 and as of March 31, 2015.
Note 3: Net 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 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 income per share computations for the periods presented (in thousands,
except for per share amounts):
| |
Three Months Ended
December 31, | | |
Nine Months Ended
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net income (numerator): | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 4,890 | | |
$ | 4,797 | | |
$ | 15,149 | | |
$ | 12,502 | |
Shares (denominator): | |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding
used in basic computation | |
| 20,145 | | |
| 20,038 | | |
| 20,115 | | |
| 20,005 | |
Common shares issuable upon vesting of restricted
stock | |
| 96 | | |
| 114 | | |
| 107 | | |
| 118 | |
Common shares issuable upon conversion
of preferred shares | |
| 10 | | |
| 10 | | |
| 10 | | |
| 10 | |
Shares used in diluted computation | |
| 20,251 | | |
| 20,162 | | |
| 20,232 | | |
| 20,133 | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.24 | | |
$ | 0.24 | | |
$ | 0.75 | | |
$ | 0.62 | |
Diluted | |
$ | 0.24 | | |
$ | 0.24 | | |
$ | 0.75 | | |
$ | 0.62 | |
At December 31, 2015 and 2014, all common
restricted stock were included in the diluted net income per common share computation.
Note 4: Accounting for Stock-Based Compensation
The Company records
compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payment”).
The compensation expense related to all of the Company’s stock-based compensation arrangements is recorded as a component
of general and administrative expenses. The Company had 808,296 restricted common shares issued under the 2006 Employee Equity
Compensation Restricted Stock Plan (“Employee Plan”) and 272,000 restricted common shares issued under the 2006 Outside
Director Equity Compensation Restricted Stock Plan (“Director Plan”) at December 31, 2015, all shares of which were
issued subject to a restriction or forfeiture period which lapse ratably on the first, second, and third anniversaries of the
date of grant, and the fair value of which is being amortized over the three-year restriction period. On July 24, 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 authorizes 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.
For the quarters ended
December 31, 2015 and 2014, the Company recognized $411,000 and $365,000, respectively, of compensation expense related to the
Employee and Director Plans. For the nine months ended December 31, 2015, the Company recognized $1.2 million of compensation
expense related to the Employee and Director Plans, compared to $1.1 million for the nine months ended December 31, 2014. At December
31, 2015 and 2014, there was $2.0 million and $2.4 million of unrecognized compensation cost related to the non-vested restricted
stock awards, respectively, which is expected to be recognized over the next three years. At December 31, 2015 and 2014, there
were 182,000 and 225,000 non-vested restricted shares, respectively.
Note 5: Fair Value
The Company
carries various assets and liabilities at fair value in the 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 Measurements”) 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. The Company’s cash equivalents and short term investments are classified within Level 1. Assets and liabilities measured
at fair value are summarized below:
| |
| | |
Fair Value Measurement
at December 31, 2015 Using | |
| |
| | |
Quoted Prices | | |
Significant | | |
| |
| |
| | |
in Active | | |
Other | | |
Significant | |
| |
| | |
Markets for | | |
Observable | | |
Unobservable | |
| |
December 31, | | |
Identical Assets | | |
Inputs | | |
Inputs | |
(In thousands) | |
2015 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
Cash and cash equivalents - money market
funds | |
$ | 47,129 | | |
$ | 47,129 | | |
$ | - | | |
$ | - | |
Short term investments - bond
mutual funds | |
| 15,608 | | |
| 15,608 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
| |
$ | 62,737 | | |
$ | 62,737 | | |
$ | - | | |
$ | - | |
Note 6: Changes in Shareholders’
Equity and Comprehensive Income (Loss):
Changes in shareholders’
equity for the nine months ended December 31, 2015 are summarized below (in thousands):
| |
| | |
| | |
Accumulated | |
| |
Additional | | |
| | |
Other | |
| |
Paid-In | | |
Retained | | |
Comprehensive | |
| |
Capital | | |
Earnings | | |
Loss | |
| |
| | |
| | |
| |
Beginning balance at March 31, 2015: | |
$ | 3,117 | | |
$ | 72,343 | | |
$ | (54 | ) |
Share based compensation | |
| 1,189 | | |
| - | | |
| - | |
Dividends declared | |
| - | | |
| (10,957 | ) | |
| - | |
Tax adjustment related to restricted stock | |
| 92 | | |
| - | | |
| - | |
Net income | |
| - | | |
| 15,149 | | |
| - | |
Net change in unrealized loss
on short term investments | |
| - | | |
| - | | |
| (33 | ) |
Ending balance at December 31, 2015: | |
$ | 4,398 | | |
$ | 76,535 | | |
$ | (87 | ) |
No shares of treasury
stock were purchased or retired in the nine months ended December 31, 2015 and 2014.
Note 7: Commitments and Contingencies
The Company has settled
complaints that had been filed with various states’ regulatory 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 initiates litigation to protect
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.
Note 8: Property and Equipment
On December
22, 2015, the Company, by and through a wholly-owned subsidiary entered into an agreement of purchase and sale with an unaffiliated
privately held Delaware corporation for the purchase of real property located in Palm Beach County Florida, and improvements thereon
(collectively referred to herein as the “property”), the assignment and assumption of all leases and service agreements
affecting the property, and certain tangible and intangible personal property related to the property, for a purchase price of
$18.5 million, plus closing costs. The property consists of approximately 634,000 square feet of land or 14.6 acres with two building
complexes with additional land for future use. The first building complex consists of approximately 125,000 square feet consisting
of both office and warehouse. The second building complex consists of approximately 60,000 square feet consisting of both office
and warehouse space. As of December 31, 2015, 48% of the property was leased to two tenants with a remaining weighted average
lease term of 4.2 years.
Note 9: Subsequent Events
On January 19, 2016,
the Company closed on the purchase of property for $18.5 million, which was funded with cash on hand. Once the property is renovated
to the Company’s specifications and ready for its operation, the Company intends to occupy the remaining approximately 97,000
square feet of the building for its principal offices and distribution center, and to continue to operate the remaining office
and warehouse space pursuant to existing leases.
On January 25, 2016 our
Board of Directors declared a quarterly dividend of $0.18 per share. The Board established a February 8, 2016 record date and
a February 19, 2016 payment date. Based on the outstanding share balance as of February 1, 2016 the Company estimates the dividend
payable to be approximately $3.7 million.
On January 29, 2016,
the Company, based on the Compensation Committee recommendation and the Board of Directors’ approval that the Company
amend the existing executive employment agreement (the “Executive Employment Agreement”) of Menderes Akdag, the
Company’s President and Chief Executive Officer, entered into Amendment No. 5 to Executive Employment Agreement with
Mr. Akdag (“Agreement”). The Agreement amends certain provisions of the Executive Employment Agreement as
follows: the term of the Agreement will be for three years, commencing on March 16, 2016; Mr. Akdag’s salary will be
increased from $550,000 to $600,000 per year throughout the term of the Agreement, and Mr. Akdag shall be granted 120,000
shares of restricted stock. The restricted stock will be granted on March 16, 2016, in accordance with the Company’s
2006 Restricted Stock Plan and the restrictions shall lapse ratably over a three-year period.
On January 29, 2016, the
Company, based on the Compensation Committee recommendation and the Board of Directors’ approval, increased the annual Independent
Director compensation from $30,000 to $40,000.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Executive Summary
PetMed Express was incorporated
in the state of Florida in January 1996. The Company’s common stock is traded on the NASDAQ Global Select Market under the
symbol “PETS.” The Company began selling pet medications and other pet health products in September 1996. In March
2010 the Company started offering for sale additional pet supplies on its website, and these items are drop shipped to customers
by third party vendors. Presently, the Company’s product line includes approximately 3,000 of the most popular pet medications,
health products, and supplies for dogs and cats.
The Company markets its
products through national television, online, and direct mail/print advertising campaigns which aim to increase the recognition
of the “1-800-PetMeds” brand name, and “PetMeds” family of trademarks, increase traffic on its website
at www.1800petmeds.com, acquire new customers, and maximize repeat purchases. Approximately 81% of all sales were generated
via the Internet for the quarter ended December 31, 2015, compared to 80% for the quarter ended December 31, 2014. The Company’s
sales consist of products sold mainly to retail consumers. The three-month average purchase was approximately $78 and $76 per
order for the quarters ended December 31, 2015 and 2014, respectively, and the nine-month average purchase was approximately $80
and $77 per order for the periods ended December 31, 2015 and 2014, respectively.
Critical Accounting Policies
Our discussion and analysis
of our financial condition and the results of our operations are based upon our Condensed Consolidated Financial Statements and
the data used to prepare them. The Company’s Condensed Consolidated Financial Statements have been prepared in accordance
with accounting principles generally accepted in the United States of America. On an ongoing basis we re-evaluate our judgments
and estimates including those related to product returns, bad debts, inventories, and income taxes. We base our estimates and
judgments on our historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering
available information. Actual results may differ from these estimates under different assumptions or conditions. Our estimates
are guided by observing the following critical accounting policies.
Revenue recognition
The Company generates
revenue by selling pet medication products and pet supplies primarily to retail consumers. The Company’s policy is to recognize
revenue from product sales upon shipment, when the rights of ownership and risk of loss have passed to the customer. Outbound
shipping and handling fees are included in sales and are billed upon shipment. Shipping expenses are included in cost of sales.
The majority of 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 accounts receivable balances relative to sales. The Company maintains an allowance
for doubtful accounts for losses that the Company estimates will arise from customers’ inability to make required payments,
arising from either credit card charge-backs or insufficient funds checks. The Company determines its estimates of the uncollectibility
of accounts receivable by analyzing historical bad debts and current economic trends. The allowance for doubtful accounts was
approximately $10,000 at December 31, 2015 compared to $8,000 at March 31, 2015.
Valuation of inventory
Inventories consist of
prescription and non-prescription pet medications and pet supplies that are available for sale and are priced at the lower of
cost or market value using a weighted average cost method. The Company writes down its inventory for estimated obsolescence. The
inventory reserve was approximately $47,000 at December 31, 2015 compared to $63,000 at March 31, 2015.
Advertising
The Company's advertising
expense consists primarily of television advertising, Internet marketing, and direct mail/print advertising. Television advertising
costs are expensed as the advertisements are televised. Internet costs are expensed in the month incurred and direct mail/print
advertising costs are expensed when the related catalogs, brochures, and postcards are produced, distributed, or superseded.
Accounting for income taxes
The Company accounts
for income taxes under the provisions of ASC Topic 740 (“Accounting for Income Taxes”), which generally requires
recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of events that have been
included in the Consolidated Financial Statements or tax returns. Under this method, deferred tax assets and liabilities are determined
based on differences between the financial reporting carrying values and the tax bases of assets and liabilities, and are measured
by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse.
Results of Operations
The following should
be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the related notes thereto included
elsewhere herein. The following table sets forth, as a percentage of sales, certain operating data appearing in the Company’s
Condensed Consolidated Statements of Comprehensive Income:
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Sales | |
| 100.0 | % | |
| 100.0 | % | |
| 100.0 | % | |
| 100.0 | % |
Cost of sales | |
| 67.1 | | |
| 65.3 | | |
| 67.3 | | |
| 66.9 | |
Gross profit | |
| 32.9 | | |
| 34.7 | | |
| 32.7 | | |
| 33.1 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 9.8 | | |
| 10.0 | | |
| 9.0 | | |
| 9.0 | |
Advertising | |
| 7.8 | | |
| 8.8 | | |
| 10.1 | | |
| 11.8 | |
Discontinued project costs | |
| - | | |
| - | | |
| - | | |
| 1.0 | |
Depreciation | |
| 0.3 | | |
| 0.3 | | |
| 0.3 | | |
| 0.3 | |
Total operating expenses | |
| 17.9 | | |
| 19.1 | | |
| 19.4 | | |
| 22.1 | |
| |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 15.0 | | |
| 15.6 | | |
| 13.3 | | |
| 11.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total other income | |
| 0.1 | | |
| - | | |
| 0.1 | | |
| 0.1 | |
| |
| | | |
| | | |
| | | |
| | |
Income before provision for income taxes | |
| 15.1 | | |
| 15.6 | | |
| 13.4 | | |
| 11.1 | |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| 5.5 | | |
| 5.9 | | |
| 4.9 | | |
| 4.1 | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
| 9.6 | % | |
| 9.7 | % | |
| 8.5 | % | |
| 7.0 | % |
Three Months Ended December 31, 2015 Compared
With Three Months Ended December 31, 2014, and Nine Months Ended December 31, 2015 Compared With Nine Months Ended December 31,
2014
Sales
Sales
increased by approximately $1.6 million, or 3.3%, to approximately $50.9 million for the quarter ended December 31, 2015, from
approximately $49.3 million for the quarter ended December 31, 2014. For the nine months ended December 31, 2015, sales decreased
by approximately $109,000, or 0.1%, to approximately $179.3 million compared to $179.4 million for the nine months ended December
31, 2014. The increase in sales for the three months ended December 31, 2015 was primarily due to increased new order and reorder
sales. The decrease in sales for the nine months ended December 31, 2015 was primarily due to decreased new order sales offset
by increased reorder sales. The Company acquired approximately 98,000 new customers for the quarter ended December 31, 2015 compared
to approximately 96,000 new customers for the same period the prior year. For the nine months ended December 31, 2015 the Company
acquired approximately 374,000 new customers, compared to 432,000 new customers for the nine months ended December 31, 2014. The
following chart illustrates sales by various sales classifications:
Three Months Ended December 31, |
Sales (In thousands) | |
2015 | | |
% | | |
2014 | | |
% | | |
$ Variance | | |
% Variance | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Reorder Sales | |
$ | 43,338 | | |
| 85.1 | % | |
$ | 42,173 | | |
| 85.6 | % | |
$ | 1,165 | | |
| 2.8 | % |
New Order Sales | |
$ | 7,595 | | |
| 14.9 | % | |
$ | 7,111 | | |
| 14.4 | % | |
$ | 484 | | |
| 6.8 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Net Sales | |
$ | 50,933 | | |
| 100.0 | % | |
$ | 49,284 | | |
| 100.0 | % | |
$ | 1,649 | | |
| 3.3 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Internet Sales | |
$ | 41,461 | | |
| 81.4 | % | |
$ | 39,322 | | |
| 79.8 | % | |
$ | 2,139 | | |
| 5.4 | % |
Contact Center Sales | |
$ | 9,472 | | |
| 18.6 | % | |
$ | 9,962 | | |
| 20.2 | % | |
$ | (490 | ) | |
| -4.9 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Net Sales | |
$ | 50,933 | | |
| 100.0 | % | |
$ | 49,284 | | |
| 100.0 | % | |
$ | 1,649 | | |
| 3.3 | % |
Nine Months Ended December 31, |
Sales (In thousands) | |
2015 | | |
% | | |
2014 | | |
% | | |
$ Variance | | |
% Variance | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Reorder Sales | |
$ | 149,550 | | |
| 83.4 | % | |
$ | 147,248 | | |
| 82.1 | % | |
$ | 2,302 | | |
| 1.6 | % |
New Order Sales | |
$ | 29,742 | | |
| 16.6 | % | |
$ | 32,153 | | |
| 17.9 | % | |
$ | (2,411 | ) | |
| -7.5 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Net Sales | |
$ | 179,292 | | |
| 100.0 | % | |
$ | 179,401 | | |
| 100.0 | % | |
$ | (109 | ) | |
| -0.1 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Internet Sales | |
$ | 145,315 | | |
| 81.0 | % | |
$ | 143,542 | | |
| 80.0 | % | |
$ | 1,773 | | |
| 1.2 | % |
Contact Center Sales | |
$ | 33,977 | | |
| 19.0 | % | |
$ | 35,859 | | |
| 20.0 | % | |
$ | (1,882 | ) | |
| -5.2 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Net Sales | |
$ | 179,292 | | |
| 100.0 | % | |
$ | 179,401 | | |
| 100.0 | % | |
$ | (109 | ) | |
| -0.1 | % |
Going forward sales may
be adversely affected due to increased competition and consumers giving more consideration to price. No guarantees can be made
that sales will grow in the future. The majority of our product sales are affected by the seasons, due to the seasonality of mainly
heartworm, and flea and tick medications. For the quarters ended June 30, September 30, December 31, and March 31 of Fiscal 2015,
the Company’s sales were approximately 32%, 25%, 21%, and 22%, respectively.
Cost of sales
Cost of sales increased
by approximately $2.0 million, or 6.2%, to approximately $34.2 million for the quarter ended December 31, 2015, from approximately
$32.2 million for the quarter ended December 31, 2014. For the nine months ended December 31, 2015, cost of sales increased by
approximately $589,000, or 0.5%, to approximately $120.7 million compared to $120.1 million for the same period in the prior year.
The increase in cost of sales is directly related to the increase in sales during the quarter. Cost of sales as a percent of sales
was 67.1% and 65.3% for the quarters ended December 31, 2015 and 2014, respectively, and for the nine months ended December 31,
2015 and 2014 the cost of sales was 67.3% and 66.9%, respectively. The increases to cost of sales as a percentage of sales for
the quarter and nine months ended December 31, 2015 can be mainly attributed to an increase in product costs on certain brands
and additional discounts given to customers to increase sales during the quarter ended December 31, 2015.
Gross profit
Gross profit decreased
by approximately $346,000, or 2.0%, to approximately $16.8 million for the quarter ended December 31, 2015, from approximately
$17.1 million for the quarter ended December 31, 2014. For the nine months ended December 31, 2015 gross profit decreased by approximately
$698,000, or 1.2%, to approximately $58.6 million, compared to $59.3 million for the same period in the prior year. Gross profit
as a percentage of sales was 32.9% and 34.7% for the three months ended December 31, 2015 and 2014, respectively, and for the
nine months ended December 31, 2015 and 2014, gross profit was 32.7% and 33.1%, respectively. The gross profit percentage decreases
for the quarter and nine months ended December 31, 2015 can be mainly attributed to an increase in product costs on certain brands
and additional discounts given to customers to increase sales during the quarter ended December 31, 2015.
General and administrative expenses
General
and administrative expenses increased slightly, to approximately $5.0 million for the quarter ended December 31, 2015, from approximately
$4.9 million for the quarter ended December 31, 2014. For both of the nine months ended December 31, 2015 and 2014, general and
administrative expenses were $16.2 million. General and administrative expenses as a percentage of sales were 9.8% and 10.0% for
the three months ended December 31, 2015 and 2014, respectively, and for both of the nine months ended December 31, 2015 and 2014,
general and administrative expenses were 9.0%. The decrease in general and administrative expenses as a percentage of sales for
the three months ended December 31, 2015 was primarily due to an increase to sales.
Advertising expenses
Advertising expenses
decreased by approximately $335,000, or 7.7%, to approximately $4.0 million for the quarter ended December 31, 2015, from approximately
$4.3 million for the quarter ended December 31, 2014. For the nine months ended December 31, 2015, advertising expenses decreased
by approximately $3.0 million, or 14.3%, to approximately $18.1 million compared to advertising expenses of approximately $21.1
million for the nine months ended December 31, 2014. The decreases in advertising expenses for the three and nine months ended
December 31, 2015 can be attributed to a reduction in television advertising spending. The advertising costs of acquiring a new
customer, defined as total advertising costs divided by new customers acquired, decreased to $41 for the quarter ended December
31, 2015, compared to $45 for the quarter ended December 31, 2014. For both of the nine months ended December 31, 2015 and 2014
the advertising costs of acquiring a new customer was $49. The decrease in customer acquisition costs for the quarter can be attributed
to increased response to our advertising. Advertising cost of acquiring a new customer can be impacted by the advertising environment,
the effectiveness of our advertising creative, increased advertising spending, and price competition. Historically, the advertising
environment fluctuates due to supply and demand. A more favorable advertising environment may positively impact future new order
sales, whereas a less favorable advertising environment may negatively impact future new order sales.
As a percentage of sales,
advertising expense was 7.8% and 8.8% for the quarters ended December 31, 2015 and 2014, respectively, and for the nine months
ended December 31, 2015 and 2014 advertising expense was 10.1% and 11.8%, respectively. The decreases in advertising expense as
a percentage of total sales for the quarter and nine months ended December 31, 2015 can be attributed to a reduction in advertising
spend in the quarter and nine months. The Company currently anticipates advertising as a percentage of sales to be approximately
10% for Fiscal 2016. However, the advertising percentage will fluctuate quarter to quarter due to seasonality and advertising
availability. For the fiscal year ended March 31, 2015, quarterly advertising expenses as a percentage of sales ranged between
8% and 14%.
Discontinued project costs
During the quarter ended
September 30, 2014 the Company discontinued an information technology project related to a new software platform, which was intended
to be put into service and capitalized during the September quarter. The Company expensed a one-time project charge of $1.7 million
in the September 2014 quarter. The net after tax impact of this one-time charge was $1.1 million, or $0.05 diluted per share.
The Company does not expect any additional future expenditures relating to the discontinued project. There was no financial impact
related to the discontinued project during the quarter and nine months ended December 31, 2015.
Depreciation
Depreciation expenses
for the quarters ended December 31, 2015 and 2014 were approximately $167,000 and $165,000, respectively. For the nine months
ended December 31, 2015 depreciation expenses increased by approximately $57,000, or 11.7%, to approximately $544,000 compared
to $487,000 for the same period in the prior year. The increases to depreciation expenses for the quarter and nine months ended
December 31, 2015 can be attributed to an increase in new property and equipment additions.
Other income
Other income was $51,000
for the quarter ended December 31, 2015, compared to $46,000 for the quarter ended December 31, 2014. For the nine months ended
December 31, 2015 other income was $148,000 compared to approximately $141,000 for the same period in the prior year. The increases
to other income for the quarter and nine months ended December 31, 2015 can be primarily attributed to increased interest income.
Interest income may decrease in the future as the Company utilizes its cash balances on its purchase of property, share repurchase
plan, with approximately $10.2 million remaining as of December 31, 2015, on any quarterly dividend payment, or on its operating
activities.
Provision for income taxes
For the quarters
ended December 31, 2015 and 2014, the Company recorded an income tax provision of approximately $2.8 million and $2.9 million,
respectively, and for the nine months ended December 31, 2015 and 2014, the Company recorded an income tax provision of approximately
$8.8 million and $7.4 million, respectively. The decrease to the income tax provision for the quarter ending December 31, 2015,
is attributed to a one-time benefit related to a Fiscal 2015 income tax over-accrual, which was recognized in the quarter ended
December 31, 2015, compared to a one-time charge related to a Fiscal 2014 income tax under-accrual, which was recognized in the
quarter ended December 31, 2014. The increase to the income tax provision for the nine months ended December 31, 2015, is related
to an increase in operating income for the period. The increase to the income tax provision is also related to the one-time discontinued
project charge of $1.7 million, which was expensed in the quarter ended September 30, 2014, and the net after tax impact of this
one-time charge was $1.1 million, which reduced the income tax provision by approximately $600,000. The effective tax rate for
the quarters ended December 31, 2015 and 2014 was approximately 36.3% and 37.8%, respectively, and for the nine months ended December
31, 2015 and 2014 was approximately 36.8% and 37.3%, respectively. The Company estimates its effective tax rate will be approximately
37.0% for Fiscal 2016.
Liquidity and Capital Resources
The Company’s working
capital at December 31, 2015 and March 31, 2015 was $78.7 million and $73.0 million, respectively. The $5.7 million increase in
working capital was primarily attributable to cash flow generated from operations, offset by dividends paid. Net cash provided
by operating activities was $22.6 million and $29.5 million for the nine months ended December 31, 2015 and 2014, respectively.
This change can be attributed to a greater decrease in the Company’s inventory balance for the nine months ended December
31, 2014, as compared to December 31, 2015. Net cash used in investing activities was $227,000 and $451,000 for the nine months
ended December 31, 2015 and 2014, respectively. This change can be mainly attributed to decreased property and equipment additions
during the nine months ended December 31, 2015. Net cash used in financing activities was $10.9 million for the nine months ended
December 31, 2015, compared to $10.3 million for the same period in the prior year, which represented an increase in the dividend
paid in the period.
As of December
31, 2015 the Company had approximately $10.2 million remaining under the Company’s share repurchase plan. Subsequent to
December 31, 2015, on January 25, 2016 our Board of Directors declared a $0.18 per share dividend. The Board established a February
8, 2016 record date and a February 19, 2016 payment date. Depending on future market conditions the Company may utilize its cash
and cash equivalents on the remaining balance of its current share repurchase plan, on dividends, or on its operating activities.
On December
22, 2015, the Company, by and through a wholly-owned subsidiary entered into an agreement of purchase and sale with an unaffiliated
privately held Delaware corporation for the purchase of real property located in Palm Beach County Florida, and improvements thereon,
the assignment and assumption of all leases and service agreements affecting the property, and certain tangible and intangible
personal property related to the property, for a purchase price of $18.5 million, plus closing costs.
The property
consists of approximately 634,000 square feet of land or 14.6 acres with two building complexes with additional land for future
use. The first building complex consists of approximately 125,000 square feet consisting of both office and warehouse. The second
building complex consists of approximately 60,000 square feet consisting of both office and warehouse space. As of December 22,
2015, the property was 48% leased to two tenants with a remaining weighted average lease term of 4.2 years. Subsequent to December
31, 2015, the property closing was held on January 19, 2016, and the Company funded this transaction with cash on hand. Once the
property is renovated to the Company’s specifications and ready for its operation, the Company intends to occupy the remaining
approximately 97,000 square feet of the building for its principal offices and distribution center, and to continue to operate
the remaining office and warehouse space pursuant to existing leases.
As of December
31, 2015 the Company had no outstanding lease commitments except for the lease for its 65,300 square foot facility, expiring December
1, 2016. We are not currently bound by any long or short term agreements for the purchase or lease of capital expenditures. To
date we have paid for any needed additions to our capital equipment infrastructure from working capital funds and anticipate this
being the case in the future. Presently, we have approximately $1.3 million forecasted for capital expenditures for the remainder
of Fiscal 2016, which will be funded through cash from operations. The Company’s primary source of working capital is cash
from operations. The Company presently has no need for alternative sources of working capital, and has no commitments or plans
to obtain additional capital.
Off-Balance Sheet Arrangements
The Company
had no off-balance sheet arrangements as of December 31, 2015.
Cautionary Statement Regarding Forward-Looking
Information
Certain information
in this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the words
"believes," "intends," "expects," "may," "will," "should," "plans,"
"projects," "contemplates," "intends," "budgets," "predicts," "estimates,"
"anticipates," or similar expressions. These statements are based on our beliefs, as well as assumptions we have used
based upon information currently available to us. Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties, and assumptions. Actual future results may differ significantly from the results
discussed in the forward-looking statements. A reader, whether investing in our common stock or not, should not place undue reliance
on these forward-looking statements, which apply only as of the date of this quarterly report. When used in this quarterly report
on Form 10-Q, "PetMed Express," "1-800-PetMeds," "PetMeds," "PetMed," "PetMeds.com,"
"PetMed.com," "PetMed Express.com," "the Company," "we," "our," and "us"
refers to PetMed Express, Inc. and our subsidiaries.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
Market risk generally
represents the risk that losses may occur in the value of financial instruments as a result of movements in interest rates, foreign
currency exchange rates, and commodity prices. Our financial instruments include cash and cash equivalents, short term investments,
accounts receivable, and accounts payable. The book values of cash equivalents, short term investments, accounts receivable, and
accounts payable are considered to be representative of fair value because of the short maturity of these instruments. Interest
rates affect our return on excess cash and investments. As of December 31, 2015, we had $47.1 million in cash and cash equivalents
and $15.6 million in short term investments. A majority of our cash and cash equivalents and investments generate interest income
based on prevailing interest rates. A significant change in interest rates would impact the amount of interest income generated
from our excess cash and investments. It would also impact the market value of our investments. Our investments are subject to
market risk, primarily interest rate and credit risk. Our investments are managed by a limited number of outside professional
managers within investment guidelines set by our Board of Directors. Such guidelines include security type, credit quality, and
maturity, and are intended to limit market risk by restricting our investments to high-quality debt instruments with both short
and long term maturities. We do not hold any derivative financial instruments that could expose us to significant market risk.
At December 31, 2015, we had no debt obligations.
ITEM 4. CONTROLS AND PROCEDURES.
The Company’s management,
including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Securities Exchange Act
of 1934, as amended) as of the quarter ended December 31, 2015, the end of the period covered by this report (the "Evaluation
Date"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective such that the information relating to our Company, including our consolidated subsidiaries,
required to be disclosed by the Company in reports that it files or submits under the Exchange Act: (1) is recorded, processed,
summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and (2)
is accumulated and communicated to our management, including our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial
reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
part ii - other information
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Our operations
and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition,
results of operations, and trading price of our common stock. Please refer to our Annual Report on Form 10-K for Fiscal Year 2015
for additional information concerning these and other uncertainties that could negatively impact the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company did not make
any sales of unregistered securities during the third quarter of Fiscal 2016.
Issuer Purchases of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
The following exhibits
are filed as part of this report.
| 10.11 | Purchase and Sale Agreement to Acquire
Property at 420 South Congress Avenue (filed herewith to Exhibit 10.11 of the Registrant’s
Report on Form 10-Q for the quarter ended December 31, 2015, Commission File No. 000-28827.) |
| 31.1 | Certification of Principal Executive
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
the Securities Exchange Act of 1934, as amended (filed herewith to Exhibit 31.1 of the
Registrant’s Report on Form 10-Q for the quarter ended December 31, 2015, Commission
File No. 000-28827). |
| 31.2 | Certification of Principal Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
the Securities Exchange Act of 1934, as amended (filed herewith to Exhibit 31.2 of the
Registrant’s Report on Form 10-Q for the quarter ended December 31, 2015, Commission
File No. 000-28827). |
| 32.1 | Certification Pursuant to 18
U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith to Exhibit 32.1 of the Registrant’s Report on Form 10-Q for
the quarter ended December 31, 2015, Commission File No. 000-28827). |
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
thereunto duly authorized.
PETMED
EXPRESS, INC. |
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(The “Registrant”) |
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Date: February
2, 2016 |
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By: |
/s/ Menderes
Akdag |
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Menderes
Akdag |
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Chief Executive Officer
and President |
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(principal executive
officer) |
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By: |
/s/ Bruce
S. Rosenbloom |
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Bruce
S. Rosenbloom |
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Chief Financial Officer |
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(principal financial
and accounting officer) |
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
PETMED EXPRESS, INC
FORM 10-Q
FOR THE QUARTER ENDED:
DECEMBER 31, 2015
EXHIBITS
EXHIBIT INDEX
Exhibit
Number |
Description |
Number of Pages
in Original
Document |
Incorporated
By
Reference |
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|
|
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|
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10.11 |
Purchase
and Sale Agreement to Acquire Property at 420 South Congress Avenue |
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36 |
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** |
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|
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31.1 |
Certification
of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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1 |
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** |
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|
|
|
|
|
|
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31.2 |
Certification
of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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1 |
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** |
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|
|
|
|
|
|
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32.1 |
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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1 |
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** |
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** Filed herewith
EXHIBIT 10.11
EXHIBIT
10.11 AGREEMENT OF PURCHASE AND SALE
This Agreement of Purchase
and Sale (the “Agreement”), is entered into as of the Effective Date (as defined in Section 9.14 below),
which is December 22, 2015, by and between 420 SOUTH CONGRESS, INC., a Delaware corporation (“Seller”),
and 420 SOUTH CONGRESS AVENUE, LLC, a Florida limited liability company (“Buyer”).
ARTICLE I
PURCHASE AND SALE OF
PROPERTY
Section 1.1 Sale.
Seller agrees to sell
to Buyer, and Buyer agrees to purchase from Seller, subject to the terms, covenants and conditions set forth herein, all of Seller’s
right, title and interest in and to the following property (collectively, the “Property”):
(a) Real
Property. That certain real property located at 420 S. Congress Avenue in the City of Delray Beach, State of Florida, as more
particularly described in Exhibit A attached hereto and made a part hereof (the “Land”), together
with (1) all buildings, structures and improvements located thereon (the “Improvements”), (2) all rights, benefits,
privileges, easements, tenements, hereditaments, rights-of-way, rights of ingress and egress, and other appurtenances thereon or
in any way appertaining thereto, including to the extent not previously conveyed, all mineral rights, development rights, air and
water rights, (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining
such Land, and (4) any right, title or interest of Seller in and to any alleys, easements and rights-of-way, if any, abutting,
adjacent contiguous to or adjoining the Land (collectively, the “Real Property”);
(b) Leases.
All of the landlord’s interest in and to all of the Leases (as defined in Section 2.1(b) below) of the Real Property,
including Leases entered into after the Effective Date to the extent permitted by this Agreement except for the Excluded Rights
(as defined in Section 1.1(d) below);
(c) Tangible
Personal Property. All of the equipment, machinery, furniture, furnishings, supplies and other tangible personal property,
if any, owned by Seller and now or hereafter located on and used in the operation, ownership or maintenance of the Real Property
(collectively, the “Tangible Personal Property”), but specifically excluding from the Tangible Personal Property
(1) any items of personal property owned by tenants of the Property, (2) any items of personal property in Seller’s property
management office, if any, located on the Real Property and not utilized in the operation of the Property, (3) any items of personal
property owned by third parties and leased to Seller, and (4) proprietary computer software, systems and equipment and related
licenses used in connection with the operation or management of the Property. Seller will provide to Buyer any list which is in
Seller’s possession of such Tangible Personal Property within the Delivery Period as defined in Section 2.1 below;
(d) Intangible
Personal Property. To the extent assignable at no cost to Seller, all intangible personal property, if any, owned by Seller
and related to the Real Property and the Improvements, including, without limitation: any trade names and trademarks associated
with the Real Property and the Improvements, however, Seller makes no representations or warranty with respect to Buyer’s
right to use such trade names and trademarks (but specifically excluding the name “Stockbridge” and any derivatives
thereof); any plans and specifications and other architectural and engineering drawings for the Improvements; any warranties; any
Service Contracts (as defined in Section 2.1(b) below) and other contract rights related to the Property (but only to the
extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the Assignment of Leases as defined in
Section 8.3(a)(3) below); and any governmental permits, approvals and licenses (including any pending applications). Notwithstanding
anything to the contrary contained herein, there shall be excluded from the assignment of any rights of Seller under any leases
or other intangible property, if any (i) any rights of Seller against third parties including, without limitation, tenants, with
respect to the period prior to Closing (as defined in Section 1.2(b)(4) below), and (ii) except to the extent Seller receives a
credit therefor at Closing, the rights of Seller to rents and other payments from tenants and other third parties prior to the
Closing Date (as defined in Section 8.2 below) in accordance with the provisions of Section 8.5 below governing the same
(the “Excluded Rights”) (collectively, the “Intangible Personal Property”); and
(e) Declarant’s
Rights. All of the rights of the Declarant (as such term is defined in the Declaration, as amended) under that certain Declaration
of Covenants, Conditions and Restrictions for Congress Park South Owners Association, Inc., filed in Official Record Book 5432,
page 1028, Palm Beach County, Florida Public Records (the “Declaration”), as amended by that certain Notice
of Declaration of Covenants, Conditions and Restrictions for Congress Park South Owners Association, Inc., dated April 26, 1988,
filed in Official Record Book 5650, page 1677 of the Public Records in and for Palm Beach, Florida, as further amended by that
certain Assignment and Assumption of Declarant's Rights dated April 5, 1990, filed in Official Record Book 6633, Page 685 of the
Public Records in and for Palm Beach, Florida, as further amended by that certain Amendment to Declaration of Covenants, Conditions
and Restrictions for Congress Park South Owners Association, Inc., dated January 31, 1991, filed in Official Record Book 6725,
page 1273 of the Public Records in and for Palm Beach, Florida, as further amended by that certain Assignment and Assumption of
Declarant's Rights dated January 31, 1991, filed in Official Record Book 6725, page 1293 of the Public Records in and for Palm
Beach, Florida, as further amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for Congress
Park South Owners Association, Inc., dated May 25, 1993, filed in Official Record Book 7736, page 851 of the Public Records in
and for Palm Beach, Florida, as further amended by that certain Assignment and Assumption of Declarant's Rights dated January 17,
1996, filed in Official Record Book 9094, page 708 of the Public Records in and for Palm Beach, Florida, as further amended by
Assignment and Assumption of Declarant's Rights filed in Official Records Book 21265, Page 122 of the Public Records in and for
Palm Beach, Florida, as further amended by Assignment and Assumption of Declarant's Rights filed in Official Records Book 24730,
Page 1197 of the Public Records in and for Palm Beach, Florida, and as further amended by Assignment and Assumption of Declarant's
Rights filed in Official Records Book 25407, Page 340 of the Public Records in and for Palm Beach, Florida (collectively, the “Declarant’s
Rights”).
Section 1.2 Purchase
Price.
(a) The
purchase price of the Property is Eighteen Million Five Hundred Thousand Dollars ($18,500,000) (the “Purchase Price”).
(b) The
Purchase Price shall be paid as follows:
(1) Within
three (3) business days after the Effective Date, Buyer shall deposit in escrow with Republic National Title Insurance Company,
Miami Office (the “Escrow Agent”) cash or other immediately available funds in the amount of One Hundred Fifty
Thousand Dollars ($150,000) (the “Initial Deposit”).
(2) If
Buyer fails to notify Seller in writing of Buyer’s election to terminate this Agreement prior to expiration of the Contingency
Period (as defined in Section 2.2 below), or Buyer notifies Seller in writing of Buyer’s election to continue this
Agreement beyond the Contingency Period, then this Agreement shall remain in full force and effect, and Buyer shall within two
(2) business days after the expiration of the Contingency Period deliver to Escrow Agent an additional amount of Two Hundred Fifty
Thousand Dollars ($250,000) (the “Additional Deposit”; the Initial Deposit, the Additional Deposit and any interest
earned thereon, is hereinafter collectively referred to as the “Deposit”).
(3) Intentionally
deleted.
(4) At
the same time as the Initial Deposit is provided to Escrow Agent, Buyer shall deliver to Seller in cash the sum of One Hundred
Dollars ($100) (the “Independent Contract Consideration”) which amount has been bargained for and agreed to
as consideration for Buyer’s exclusive right to purchase the Property and the Contingency Period provided hereunder, and
for Seller’s execution and delivery of this Agreement. Notwithstanding anything to the contrary contained herein, the Independent
Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is nonrefundable
in all events.
The Deposit shall be
held in an interest bearing account and all interest thereon, less investment fees, if any, shall be deemed a part of the Deposit.
If the sale of the Property as contemplated hereunder is consummated and the Closing occurs, then the Deposit shall be paid to
Seller at the Closing and credited against the Purchase Price. If the sale of the Property
is not consummated due to Seller’s default hereunder, then Buyer may elect, as Buyer’s sole and exclusive remedy, EITHER
TO: (1) terminate this Agreement and receive a refund of the Deposit, in which event neither party shall have any further rights
or obligations hereunder except as provided in Sections 6.1, 9.3, 9.5 and 9.9 below which BY THEIR TERMS SURVIVE
TERMINATION OF THIS AGREEMENT, or (2) enforce specific performance of SELLER’S OBLIGATION TO PERFORM UNDER THIS AGREEMENT
AND CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH the TERMS OF this Agreement; provided, however, buyer shall only be entitled
to SPECIFIC performance if buyer files suit for specific performance within thirty (30) days after the date scheduled for CLOSING.
if buyer fails to file suit for specific performance in said 30-day period, buyer shall be deemed to have elected to terminate
this AGREEMENT PURSUANT to clause (1) above. the remedy selected (or deemed selected) by buyer shall be buyer’s sole and
exclusive remedy AS A RESULT OF SUCH DEFAULT, and in no event, INCLUDING, UNDER EITHER (1) OR (2) ABOVE, SHALL SELLER BE LIABLE
TO BUYER FOR ANY CONSEQUENTIAL, ACTUAL, INDIRECT, PUNITIVE, TREBLE, EXEMPLARY, SPECULATIVE OR ANY OTHER DAMAGES. Buyer shall not
have any other rights or remedies hereunder as a result of any default by Seller prior to Closing, and Buyer hereby waives any
other such remedy as a result of a default hereunder by Seller. THESE LIMITATIONS ON REMEDIES ARE A MATERIAL INDUCEMENT
FOR SELLER TO ENTER INTO THIS AGREEMENT AND WITHOUT WHICH SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. IF THE SALE IS NOT
CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL, AS IT SOLE AND EXCLUSIVE REMEDY, RETAIN THE DEPOSIT AS LIQUIDATED
DAMAGES. SELLER HEREBY SPECIFICALLY WAIVES ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO SELLER AS A RESULT OF SUCH DEFAULT. ANYTHING
CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT, SHOULD BUYER DEFAULT AFTER THE EXPIRATION OF THE CONTINGENCY
PERIOD, BUYER’S OBLIGATIONS SHALL INCLUDE DELIVERY OF THE ENTIRE DEPOSIT, INCLUDING THE ADDITIONAL DEPOSIT, EVEN IF THE ADDITIONAL
DEPOSIT SHALL NOT TIMELY HAVE BEEN DELIVERED TO THE TITLE COMPANY, AND SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT
OF THE INITIAL DEPOSIT, THE ADDITIONAL DEPOSIT AND ALL INTEREST EARNED THEREON. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL
DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT PRIOR TO CLOSING, WOULD BE EXTREMELY DIFFICULT
OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE
DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE AND GOOD FAITH ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR
IN SUCH EVENT AND IS NOT A PENALTY. the remedy AVAILABLE TO SELLER UNDER THIS SECTION
1.2(b)(3) shall constitute SELLER’S sole and exclusive remedy, and in no event
SHALL BUYER BE LIABLE TO SELLER FOR ANY CONSEQUENTIAL, ACTUAL, INDIRECT, PUNITIVE, TREBLE, EXEMPLARY, SPECULATIVE OR ANY OTHER
DAMAGES. SELLER shall not have any other rights or remedies hereunder as a result of any default by BUYER prior to Closing, and
SELLER hereby waives any other such remedy as a result of a default hereunder by BUYER.
THE FOREGOING IS
NOT INTENDED TO LIMIT BUYER’S AND SELLER’S OBLIGATIONS UNDER SECTIONS 6.1, 9.3, 9.5 AND 9.9.
(5) The
balance of the Purchase Price, which is Eighteen Million One Hundred Thousand Dollars ($18,100,000) (plus or minus the prorations
pursuant to Section 8.5 hereof) shall be paid to Seller in cash or by wire transfer of other immediately available funds
at the consummation of the purchase and sale contemplated hereunder (the “Closing”).
ARTICLE II
CONDITIONS
Section 2.1 Buyer’s
Conditions Precedent.
Subject to the provisions
of Section 9.3 hereof, Seller shall provide Buyer and its consultants and other agents and representatives with access to
the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered
or made available to Buyer at Seller’s offices or at the Real Property or on a website, or shall within the Delivery Period
(as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or on a website, copies
of all Property Information (as defined in Section 2.2 below) to the extent said Property Information actually exists and
is in the actual possession of Seller or Seller’s property manager, except as otherwise specifically provided herein. Notwithstanding
anything to the contrary contained herein, the Property Information shall expressly exclude (i) those portions of the Property
Information that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements
and related soft costs, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees,
partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements
or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective
purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals,
(v) any information which is the subject of a confidentiality agreement between Seller and a third party, and (vi) any property
condition assessment obtained by Seller prior to the date on which Seller acquired title to the Real Property (the items described
in clauses (i), (ii) (iii), (iv), (v) and (vi) being collectively referred to herein as the “Confidential Information”).
The “Delivery Period” shall mean the period which ends three (3) business days after the Effective Date. Buyer’s
obligation to purchase the Property is conditioned upon Buyer’s review and approval of the following, within the applicable
time periods described in Sections 2.2 and 4.1 hereof:
(a) Title
to the Property and survey matters in accordance with Article IV below.
(b) The
Due Diligence Materials (as defined in Section 2.2 below), including, but not limited to, (i) all tenant leases, any guaranties
thereof and any other occupancy agreements (including, but not limited to, any and all tenant improvement agreements and documents
relating to outstanding real estate commissions relating thereto), and all amendments and modifications thereof (collectively,
the “Leases”) affecting the Property, a list of which Leases is attached hereto as Exhibit B,
and (ii) all contracts pertaining to the operation of the Property, including all management, leasing, service, warranty and maintenance
agreements, and equipment leases (collectively, the “Service Contracts”), the entirety of which contracts are
listed in Exhibit G, attached hereto, and (iii) the Articles of Incorporation and Bylaws of Congress Park South Owners
Association, Inc., the property owners association for the subdivision in which the Real Property is located (the “Owners
Association”).
(c) The
physical condition of the Property.
(d) The
zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property.
(e) The
tenant correspondence files, operating statements, documentation and books and records pertaining to the ownership, operation,
maintenance and repair of the Property in each case for each of the three (3) most recent years during which the Property has been
owned by Seller and for the current year (to the extent available), current real estate tax bills, any environmental studies, audits
and/or reports, any structural, engineering and/or architectural reports (except to the extent any such studies and/or reports
are Confidential Information, as defined hereinabove), surveys, plans, specification and related documents, any and all written
and electronic correspondence with any governmental entity or body relating to the Property, any warranties, licenses, permits,
certificates of occupancy, plans and specifications, and any current rent roll, current accounts receivable schedule and list of
Tangible Personal Property in such form as Seller shall have in its possession for the Property, and other agreements or documents
pertaining to the Property which will be binding on Buyer after Closing.
(f) Any
other matters Buyer deems relevant to the Property.
Section 2.2 Contingency
Period.
Buyer shall have from
the Effective Date until 6:00 p.m. Eastern Standard time on the fifth (5th) Business Day after the Effective Date (such
period commencing on the Effective Date and ending on the foregoing date, being referred to herein as the “Contingency
Period”) to review and approve the matters described in Sections 2.1(b)-(f) above in Buyer’s sole discretion
(title and survey review and approval shall be governed by the provisions of Section 4.1 below). If Buyer elects to terminate
this Agreement, then Buyer shall, before the end of the Contingency Period, so notify Seller in writing, in which case the Deposit
shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections
6.1, 9.3, 9.5 and 9.9 below. If before the end of the Contingency Period, Buyer fails to give Seller such written notice
of termination, then Buyer shall be deemed to have elected to proceed with the acquisition of the Property and Buyer shall be deemed
to have approved all of the matters described in Sections 2.1(a)-(f) above (subject to the other provisions of the Agreement
including the provisions in Section 3.1 and Section 4.1 below as to title and survey matters), including, without
limitation, all documents, Service Contracts and other contracts, agreements, Leases, reports and other items and materials related
to the Property provided by Seller to Buyer in accordance with Section 2.1 above (collectively, the “Property Information”)
and together with all investigations, tests, inspections, studies, reports and other items and materials prepared by or obtained
by Buyer and/or Buyer’s agents, representatives, employees, contractors and consultants with respect to the Property (collectively,
the “Buyer Due Diligence Materials”; the Property Information and Buyer Due Diligence Materials are collectively
referred to herein as the “Due Diligence Materials”), and the Deposit shall become nonrefundable, except as
expressly provided herein.
ARTICLE III
BUYER’S EXAMINATION
Section 3.1 Representations
and Warranties of Seller.
Subject to the disclosures
contained in Schedule 1 attached hereto and made a part hereof (the “Disclosure Items”), matters
contained in the Due Diligence Materials, and any matters of public record (any and all references to “of public record”
in this Agreement shall refer solely to documents and matters recorded in the public records of Palm Beach County, State of Florida,
which a title search of the Property would reveal), Seller hereby makes the following representations and warranties with respect
to the Property. Notwithstanding anything to the contrary contained herein or in any document delivered in connection herewith,
Seller shall have no liability with respect to the Disclosure Items.
(a) Authority;
No Conflicts. Seller is a corporation validly existing and in good standing in the State of Delaware. Seller has obtained all
necessary consents to enter into and perform this Agreement and is fully authorized to enter into and perform this Agreement and
to complete the transactions contemplated by this Agreement. No consent or approval of any person, entity or governmental authority
is required for the execution, delivery or performance of this Agreement and this Agreement is hereby binding and enforceable against
Seller. Neither the execution nor the performance of, or compliance with, this Agreement by Seller has resulted, or will result,
in any violation of, or default under, or acceleration of, any obligation under Seller’s articles of organization or incorporation,
operating agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract,
or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller or to the Property.
(b) FIRPTA.
Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Code
and Income Tax Regulations).
(c) Bankruptcy.
Seller is not insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution,
reorganization or similar proceeding.
(d) Pending
Claims. There are no: (i) claims, demands, litigation, proceedings or governmental investigations pending or, to the best of
Seller’s knowledge, threatened against Seller related to the Property, or (ii) pending or, to the best of Seller’s
knowledge, threatened condemnation or eminent domain proceedings which would affect the Real Property or any part thereof. There
are no pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards,
which might become a lien on the Property or any portion thereof, charges or complaints with or by city, state or federal, unremedied
orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or executive orders affecting
the Property, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions
or unsatisfied orders by or before any administrative agency or court which affect the Property or might become a lien on the Property.
Seller has not assigned or transferred the Declarant’s Rights to any third parties and is not aware of any assignment of
the Declarant’s Rights by any other person to any third parties.
(e) Environmental.
With respect to environmental matters, other than as disclosed in the Property Information, to the best of Seller’s knowledge:
(i) there has been no Release (as defined below) or threat of Release of Hazardous Materials (as defined below) in violation of
Environmental Requirements (as defined below) in, on, under, to or from the Property; (ii) no portion of the Property is being
used for the treatment, storage, disposal or other handling of Hazardous Materials in excess of limits permitted under applicable
laws, including without limitation Environmental Requirements; (iii) no underground storage tanks are currently located on or in
the Property or any portion thereof, except as disclosed in the Property Information; (iv) no environmental investigation, administrative
order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof
is pending or threatened; (v) there is not currently and, to Seller’s knowledge without any independent investigation, never
has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within buildings, structures
or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability
or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably
be expected to result in such growth; and (vi) there are no reports or other documentation regarding the environmental condition
of the Property in the possession of Seller, consultants, contractors or agents. As used in this Agreement: “Hazardous
Materials” means “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as
amended from time to time (“RCRA”); “hazardous substances” as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendment
and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); “toxic substances”
as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”); “hazardous materials”
as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”); asbestos, oil
or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment
that contains dielectric fluid containing polychlorinated biphenyls; and any substance whose presence is detrimental or hazardous
to health or the environment, including, without limitation, microbial or fungal matter or mold, or lead based paint, or which
is otherwise regulated by federal, state and local environmental laws (includ3ing, without limitation, RCRA, CERCLA, TSCA, HMTA),
rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials
or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this
Agreement, “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing.
(f) Licenses,
Permits and Approvals. Other than as disclosed in the Property Information, Seller has not received any written notice, and
Seller has no actual knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal,
state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding
zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans
with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the
Property as it is now operated. To the best of its knowledge, Seller has received all licenses, permits and approvals required
or needed for the lawful conduct, occupancy and operation of the business of the Property, and each license and permit is in full
force and effect, and will be in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful
conduct, occupancy or operation of the business of the Property, to Seller’s knowledge, requires any approval of a governmental
authority for transfer of the Property.
(g) Tax
Matters. Seller has collected and paid all sales and use taxes owed to the State of Florida in respect to rents and other income
received in respect of tenants at the Property (“Taxes”).
(h) OFAC.
Seller is in compliance with, and, to Seller’s knowledge, all beneficial owners of Seller are, in compliance with the requirements
of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the “Order”) and other similar requirements
contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”)
and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation,
or orders are collectively called the “OFAC Laws”).
(i) Leases.
The only Leases in force for the Property are set forth in a tenant list attached hereto as Exhibit B and made a
part hereof. The Leases are in full force and effect, and Seller has received no written notice of any default by Seller with respect
to such Leases which has not been cured. No party has any right or option to acquire the Property or any portion thereof other
than Buyer. No commissions are due relating to the Leases and the landlord thereunder is under no obligation to build or deliver
any tenant improvements thereunder.
(j) Service
Contracts. The only Service Contracts in effect for the Property are set forth in a list of Service Contracts attached hereto
as Exhibit G and made a part hereof. The Service Contracts are in full force and effect, and, to Seller’s knowledge,
there is no default under any Service Contract.
Each of the representations
and warranties of Seller contained in this Section 3.1: (1) shall be true as of the Effective Date and as of the date
of Closing, subject in each case to (A) any Exception Matters (as defined in Section 3.2 below), (B) the Disclosure Items, and
(C) other matters expressly permitted in this Agreement or otherwise specifically approved in writing; and (2) shall survive the
Closing as provided in Section 3.3 below.
In connection with
Seller’s liability to Buyer for a breach of any representations and warranties of Seller under this 3.1, including but not
limited to, any suits, claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and
costs at both trial and appellate levels) suffered or incurred by Buyer after Closing as a result of any such breach (collectively,
“Losses”), Seller agrees to establish at Closing and maintain in an account held by Escrow Agent pursuant to
an Indemnity Escrow Agreement in the form attached hereto as Exhibit I, an amount equal to Five Hundred Thousand
Dollars ($500,000) (the “Seller Holdback”) until the expiration of the Survival Period (as defined in Section
3.3 below). Buyer shall be responsible for the payment of any service charge or escrow fee in connection with the Indemnity Escrow
Agreement. The Seller Holdback shall be released by Escrow Agent to Seller upon the expiration of the Survival Period, less any
amounts claimed by Buyer during the Survival Period for breaches of the representations and warranties set forth in this Section
3.1 (the “Retained Funds”) until such time as a Court of competent jurisdiction enters a final judgment adjudicating
the matter (the “Final Judgment”), and all appeal periods have expired, or in the event the Final Judgment is
appealed by either party, in accordance with the final ruling of the appellate Court, as applicable (in which case the Escrow Agent
shall release the Retained Funds in accordance with the Final Judgment or final appellate ruling, as applicable), or the parties
deliver to the Escrow Agent a joint letter of instruction instructing the Escrow Agent on the manner the Retained Funds are required
to be released.
Section 3.2 No
Liability for Exception Matters.
As used herein, the
term “Exception Matter” shall refer to a matter which would make a representation or warranty of Seller contained
in this Agreement untrue or incorrect and which is disclosed to Buyer in the Due Diligence Materials, the Disclosure Items, or
is otherwise discovered by or clearly known to Buyer before the Closing, including, without limitation, matters disclosed in any
tenant estoppel certificate. Matters deliberately created by Seller or its agents after the Effective Date shall not be deemed
an Exception Matter. Seller shall not deliberately take any action nor commit an omission (where there is a duty to act) after
the Effective Date that would but for the fact that it was deliberate constitute an Exception Matter. If Buyer first obtains knowledge
of any Material Exception Matter (as such term is defined below) after the expiration of the Contingency Period and prior to Closing,
and such Exception Matter was not contained in the Due Diligence Materials or the Disclosure Items, Buyer’s sole and exclusive
remedy shall be to terminate this Agreement on the basis thereof, upon written notice to Seller within the earlier of (a) ten (10)
days following Buyer’s discovery of such Exception Matter or (b) the Closing, whichever occurs first, and in such event the
Deposit shall be returned to Buyer, unless within the earlier of five (5) days after receipt of such notice or by the Closing,
as the case may be, Seller notifies Buyer in writing that it elects to attempt to cure or remedy such Exception Matter, in which
event there shall be no return of the Deposit unless and until Seller is unable to so cure or remedy within the time period set
forth below. Seller shall be entitled to extend the Closing Date for up to fifteen (15) business days in order to attempt to cure
or remedy any Exception Matter. If the Exception Matter is not cured by Seller within such fifteen (15) business day period, Buyer
may elect to either close on the purchase of the Property within the following fifteen (15) days accepting the Exception Matter,
or terminate this Agreement in which event the Deposit shall be forthwith returned to Buyer. Buyer’s failure to give notice
within ten (10) days after it has obtained knowledge of a Material Exception Matter shall be deemed a waiver by Buyer of such Exception
Matter and Seller shall have no liability with respect thereto. Seller shall have no obligation to cure or remedy any Exception
Matter, even if Seller has notified Buyer of Seller’s election to attempt to cure or remedy any Exception Matter (except
as specifically provided in Section 4.1(c) hereof), and, subject to Buyer’s right to terminate this Agreement as set
forth above, Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. Upon any termination of
this Agreement pursuant to this Section 3.2, neither party shall have any further rights or obligations hereunder, except
as provided in Sections 6.1, 9.3, 9.5 and 9.9 below. If Buyer obtains knowledge of any Exception Matter before the
Closing, but nonetheless elects to proceed with the acquisition of the Property or is obligated to proceed with the acquisition
of the Property, Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision,
covenant, representation or warranty contained in this Agreement or in any Other Documents (as defined in Section 9.19 below).
As used in this Section 3.2, the term “Material Exception Matter” shall mean an Exception Matter that
would have a negative impact on the value of the Property in excess of One Hundred Thousand Dollars ($100,000) or which would materially
and adversely affect Buyer in its intended use of the Property.
Section 3.3 Survival
of Seller’s Representations and Warranties.
Subject to the terms
and conditions of this Agreement, the representations and warranties of Seller contained in this Agreement or in any Seller estoppel
delivered pursuant to Section 8.4 below or in any Other Documents shall survive for a period of thirteen (13) months after
the Closing (the “Survival Period”). Any claim which Buyer may have against Seller for a breach of any such
representation or warranty, whether such breach is known or unknown, which is not specifically asserted by written notice to Seller
within such thirteen (13) month period shall not be valid or effective, and Seller shall have no liability with respect thereto.
In the event Buyer makes a claim against Seller during the Survival Period, Escrow Agent shall be required to hold the monetary
value of such claim from the Holdback Amount until such time as the claim is disposed of in the manner described in Section 3.1
above.
Section 3.4 Seller’s
Knowledge.
For purposes of this
Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge”
or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited
to the current actual knowledge only of Brian Bill, through the Closing Date, and not any implied, imputed or constructive knowledge
of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent
investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials,
except for the obligation at all relevant times to make inquiries from the property manager in the event such property manager
has knowledge of the subject matter. Furthermore, it is understood and agreed that such individual shall have no personal liability
in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby. Seller hereby represents and warrants
to Buyer that Brian Bill is the officer of Seller with the most knowledge and information regarding the Property.
Section 3.5 Representations
and Warranties of Buyer.
Buyer represents and
warrants to Seller as follows:
(a) Authority;
No Conflicts. Buyer is a limited liability company validly existing and in good standing in the State of Florida. Buyer has
obtained all necessary consents to enter into and perform this Agreement and is fully authorized to enter into and perform this
Agreement and to complete the transactions contemplated by this Agreement. No consent or approval of any person, entity or governmental
authority is required for the execution, delivery or performance of this Agreement and this Agreement is hereby binding and enforceable
against Buyer. Neither the execution nor the performance of, or compliance with, this Agreement by Buyer has resulted, or will
result, in any violation of, or default under, or acceleration of, any obligation under Buyer’s articles of formation, operating
agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit,
or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Buyer.
(b) Bankruptcy.
Buyer is not insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization
or similar proceeding.
(c) ERISA.
Buyer is not a party in interest with respect to any employee benefit or other plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or of Section 4975(e)(1) of the Code, which is
subject to ERISA or Section 4975 of the Code and which is an investor in Seller.
(d) Brokers.
Other than Buyer’s Broker and Seller’s Broker (as such terms are defined in Section 6.1 below), Buyer has had
no contact with any broker or finder with respect to the Property.
(e) OFAC.
Buyer is in compliance with, and all beneficial owners of Buyer are in compliance with, the OFAC laws.
Each of the representations and warranties
of Buyer contained in this Section 3.5 shall be shall be true in all material respects as of the Effective Date and as of
the date of Closing.
Section 3.6 Buyer’s
Independent Investigation; “As-Is/Where-Is”.
(a) Subject
to the representations and warranties of Seller in Section 3.1, by Buyer electing to proceed under Section 2.2, Buyer
will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every
aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation:
(1) All
matters relating to title and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning,
use permit requirements and building codes.
(2) The
physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within
the improvements on the Real Property and within each tenant space therein, the structure, seismic aspects of the Property, the
foundation, roof, paving, parking facilities, utilities, and all other physical and functional aspects of the Property. Such examination
of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials which
shall be performed or arranged by Buyer (subject to the provisions of Section 9.3 hereof) at Buyer’s sole expense.
(3) Any
easements and/or access rights affecting the Property.
(4) The
Leases and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent and the
economic viability of the tenants.
(5) The
Service Contracts and any other documents or agreements of significance affecting the Property.
(6) All
other matters of material significance affecting the Property, including, but not limited to, the Due Diligence Materials and the
Disclosure Items.
(b) Except
as expressly stated herein (including the Seller’s representations and warranties), neither Seller nor Seller’s agents,
Seller’s Broker, contractors or employees have made or make any other representation or warranty as to the truth, accuracy
or completeness of the Property Information delivered by Seller to Buyer in connection with the transaction contemplated hereby
or the source(s) thereof. Buyer acknowledges that some if not all of the Property Information was prepared by third parties other
than Seller. Except as expressly stated herein (including the Seller’s representations and warranties), Seller expressly
disclaims any and all liability for other representations or warranties, express or implied, statements of fact and other matters
contained in the Property Information, or for omissions from the Property Information provided hereunder, or in any other written
or oral communications transmitted or made available to Buyer, except to the extent that any of the foregoing are inconsistent
with the Seller’s representations and warranties. Buyer acknowledges and agrees that all Property Information delivered by
Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any
reliance on or use of such Property Information by Buyer shall be at the sole risk of Buyer. Without limiting the generality of
the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental or other report with respect to the Property
which is delivered by Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely
on any such report delivered by Seller to Buyer, but rather will rely on its own inspections and investigations of the Property
and any reports commissioned by Buyer with respect thereto, (c) neither Seller, any affiliate of Seller nor the person or entity
which prepared any such report delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission
from any such report and (d) the failure to deliver any report as to the environmental or other condition of the Property, including
any proposal for work at the Property which was not performed by Seller, shall not be actionable by Buyer under this Agreement
or otherwise.
(c) EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION
3.1 ABOVE), BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS
IS WHERE IS” AND “WITH ALL FAULTS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, BUT NOT
LIMITED TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 ABOVE), BUYER IS NOT RELYING ON ANY OTHER REPRESENTATIONS
OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ANY SELLER RELATED PARTIES, OR THEIR AGENTS OR BROKERS,
OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY (EXCEPT AS EXPRESSLY
SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN SECTION 3.1, ABOVE), INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE,
ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS
OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC,
PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE REAL PROPERTY
AND WITHIN EACH TENANT SPACE THEREIN, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY
GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE
DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE
OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER
PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE
CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE
ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE REAL PROPERTY,
(IX) THE CONDITION OF TITLE TO THE PROPERTY, (X) THE LEASES, SERVICE CONTRACTS, OR OTHER DOCUMENTS OR AGREEMENTS AFFECTING
THE PROPERTY, OR ANY INFORMATION CONTAINED IN ANY RENT ROLL FURNISHED TO BUYER FOR THE PROPERTY, (XI) THE VALUE, ECONOMICS
OF THE OPERATION OR INCOME POTENTIAL OF THE PROPERTY, OR (X) ANY OTHER FACT OR CONDITION WHICH MAY AFFECT THE PROPERTY, INCLUDING
WITHOUT LIMITATION, THE PHYSICAL CONDITION, VALUE, ECONOMICS OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY. In addition,
Seller shall have no legal obligation to apprise Buyer regarding any event or other matter involving the Property which occurs
after the Effective Date or to otherwise update the Due Diligence Items, unless and until an event or other matter occurs which
would cause the information in the Property Information to materially change or for Seller to be unable to remake any of its representations
or warranties contained in this Agreement. Nothing contained in this Section 3.6 shall be deemed to in any manner affect, reduce
or otherwise void the Seller’s representations and warranties contained in Section 3.1 above.
Section 3.7 Mold
Disclosure.
Mold and/or other microscopic
organisms can be found almost anywhere. They occur naturally in the environment and can grow on virtually any organic substance
as long as moisture and oxygen are present. Mold and/or other microscopic organisms may cause property damage and/or health problems.
Buyer acknowledges and agrees that Seller shall not be responsible for any damages, liabilities, claims or losses arising out of
or relating to mold and/or other microscopic organisms at the Property including but not limited to property damages, personal
injury, adverse health effects, loss of income, emotional distress, death, loss of use or loss of value and Buyer hereby releases
Seller from the same. Buyer hereby acknowledges that it has read and understood this disclosure and release and agrees to the provisions
contained herein.
Section 3.8 Release.
WITHOUT LIMITING
THE ABOVE, AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED SPECIFICALLY TO THE REPRESENTATIONS
AND WARRANTIES OF SELLER CONTAINED IN SECTION 3.1 HEREOF, BUYER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS WAIVES
BUYER’S RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, SELLER, SELLER’S AFFILIATES, SELLER’S INVESTMENT
ADVISOR, THE PARTNERS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND
REPRESENTATIVES OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE
“SELLER RELATED PARTIES”), FROM ANY AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES,
DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’
FEES AND DISBURSEMENTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR
IN ANY WAY BE CONNECTED WITH OR RELATED TO THE PROPERTY, THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING,
WITHOUT LIMITATION (I) THE PHYSICAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, ALL STRUCTURAL AND SEISMIC ELEMENTS,
ALL MECHANICAL, ELECTRICAL, PLUMBING, SEWAGE, HEATING, VENTILATING, AIR CONDITIONING AND OTHER SYSTEMS, THE ENVIRONMENTAL CONDITION
OF THE PROPERTY AND THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY, (II) ANY LAW OR REGULATION APPLICABLE
TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAW AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, (III) THE DISCLOSURE
ITEMS, OR (IV) ANY EXCEPTION MATTER.
Section 3.9 Survival.
The provisions of this
Article III shall survive the Closing subject to the limitations and qualifications contained in such provisions and in Sections
9.11 and 9.19 hereof.
ARTICLE IV
TITLE
Section 4.1 Conditions
of Title.
(a) Within
three (3) business days after the execution of this Agreement, Buyer, at Buyer’s sole cost and expense, shall order a title
insurance commitment (the “Title Report”) from Old Republic Title Insurance Company (the “Title Company”),
which shall be delivered to Seller, together with copies of all underlying documents relating to title requirements and exceptions
referred to therein, promptly upon Buyer’s receipt thereof. Buyer shall order an updated survey from a surveyor of its choice
(the “Survey”). Buyer shall be responsible for the cost of the Survey. The Survey shall be certified to the
Title Company, Buyer, Buyer’s attorneys and such other persons as Buyer shall indicate in writing, and shall indicate all
easements, encroachments, setbacks, conditions, rights of ways, alleys and similar matters, as Buyer may at its sole discretion
require, relating to the Property. Any matters constituting defects or unacceptable conditions reflected in the Survey shall be
subject to Objections (as such term is defined in Section 4.1(b) below), which Seller shall have the right, but not the
obligation, to elect to attempt to cure pursuant to the terms and conditions set forth herein.
(b) Prior
to the date hereof, Buyer furnished Seller with a written statement of objections to the title to the Property (singly, an “Objection”
and collectively, “Objections”). Buyer shall be entitled to amend and update its written statement of objections
at any time during the Contingency Period and the amended and updated written statement of objections shall govern. The date on
which Buyer furnished Seller with such written statement, as amended and updated in accordance with the preceding sentence, is
sometimes referred to herein as the “Title Review Date.” In the event the Title Company amends or updates the
Title Report after the Title Review Date (each, a “Title Report Update”), Buyer shall furnish Seller with a
written statement of Objections to any new matter first raised in a Title Report Update within three (3) business days after its
receipt of such Title Report Update (each, a “Title Update Review Period”). Should Buyer fail to notify Seller
in writing of any Objections in the Title Report prior to the Title Review Date, or to any matter first disclosed in a Title Report
Update prior to the Title Update Review Period, as applicable, Buyer shall be deemed to have approved such matters which shall
be considered to be “Conditions of Title” as defined in Section 4.1(e) below.
(c) If
Seller receives a timely Objection in accordance with Section 4.1(b) (“Buyer’s Notice”), Seller
shall have the right, but not the obligation, within five (5) days after receipt of Buyer’s Notice (“Seller’s
Response Period”), to elect to attempt to cure any such matter upon written notice to Buyer (“Seller’s
Response”), and may extend the Closing Date for up to fifteen (15) business days to allow such cure. If Seller does not
timely give any Seller’s Response, Seller shall be deemed to have elected not to attempt to cure any such matters. Buyer
hereby acknowledges receipt of Seller’s Response to the Buyer’s Notice delivered prior to the date hereof. In the event
Buyer elects to amend and update its written statement of objections in accordance with Section 4.1(b), Seller have the right to
amend the Seller’s Response within five (5) days after receipt of Buyer’s amended and updated written notice of objections
and the amended Seller’s response shall constitute the Seller’s Response. In the event that any new matter of record
arises between (i) the earlier of the Title Review Date and the effective date of Buyer’s Title Commitment, and (ii) the
Closing, and Buyer deems such new matter a title defect (“New Title Matter”), Buyer shall notify Seller in writing
of such matter within three (3) business days (“New Title Matter Notice”) after discovery of such matter by
Buyer but in any event prior to Closing. Seller shall have the right, but not the obligation, within three (3) business days after
receipt of Buyer’s New Title Matter Notice to elect to attempt to cure any such matter upon written notice to Buyer and may
extend the Closing Date for up to fifteen (15) business days to allow such cure. If Seller does not timely give Seller’s
Response, Seller shall be deemed to have elected not to attempt to cure any such New Title Matter. Notwithstanding the foregoing,
Seller shall in any event be obligated to cure all matters or items (i) that are mortgage, deed to secure debt or deed of trust
liens or security interests against the Property, in each case granted by Seller (and not tenants of the Property or other third
parties), (ii) that are real estate tax liens for delinquent real estate taxes and intangible property taxes, other than liens
for taxes and assessments not yet delinquent, (iii) that have been voluntarily placed against the Property by or at the direction
of Seller (and not tenants of the Property or other third parties) after the Effective Date of this Agreement and that are not
otherwise permitted pursuant to the provisions of this Agreement, and (iv) that are liens voluntarily created by Seller (and not
tenants of the Property or other third parties) with respect to the Property securing a liquidated claim for funds. Seller shall
be entitled to apply the Purchase Price towards the payment or satisfaction of such matters.
(d) If
Seller elects (or is deemed to have elected) not to attempt to cure any Objections raised in any Buyer’s Notice or any matters
raised in the New Matter Title Notice timely delivered by Buyer to Seller pursuant to Sections 4.1(b) or (c), or if Seller
notifies Buyer that Seller has elected to attempt to cure any such Objection but then does not for any reason effect such cure
on or before the Closing Date as the Closing Date may be extended hereunder, then Buyer, as Buyer’s sole and exclusive remedy,
shall have the option of terminating this Agreement by delivering written notice thereof to Seller within three (3) business days
after (as applicable) (i) Buyer’s receipt of Seller’s Response stating that Seller will not attempt to cure any
such Objection or (ii) the expiration of Seller’s Response Period if Seller does not deliver a Seller’s Response
or (iii) Seller’s failure to cure by the Closing Date (as it may be extended hereunder) any Objection or matter raised
in the New Title Matter Notice which Seller has previously elected to attempt to cure pursuant to a Seller’s Response. In
the event of such a termination, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations
hereunder except as provided in Sections 6.1, 9.3, 9.5 and 9.9 below. If no such termination notice is timely received
by Seller hereunder, Buyer shall be deemed to have waived all such Objections in which event those Objections shall become “Conditions
of Title” under Section 4.1(e) below. If the Closing is not consummated for any reason other than the default
of Seller hereunder, Buyer shall be responsible for any title or escrow cancellation charges. If the Closing is not consummated
due to a default of Seller, Seller shall be responsible for any escrow cancellation charges.
(e) At
the Closing, Seller shall convey title to the Property to Buyer by special warranty deed in the form of Exhibit C
attached hereto (the “Deed”) subject to no exceptions other than:
(1) Any
lien for taxes and water and sewer charges for the then current fiscal tax year or billing period, as the case may be, that are
not yet due and payable as of the Closing Date;
(2) Any
liens for municipal or governmental betterments and any other municipal or governmental liens that are not due and payable as of
the Closing Date;
(3) Interests
of tenants in possession under the Leases;
(4) Rights
of parties under the Service Contracts which are not required to be terminated at Closing;
(5) Local,
state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws,
ordinances and regulations now or hereafter in effect relating to the Property, none of which shall be deemed to be reimposed by
such instrument; and
(6) All
matters of record, and any other exceptions to title which would be disclosed by a survey of the Property.
All of the foregoing exceptions shall be
referred to collectively as the “Conditions of Title.” By acceptance of the Deed and the Closing of the purchase
and sale of the Property, (x) Buyer agrees it is assuming for the benefit of Seller all of the obligations of Seller with
respect to the Conditions of Title from and after the Closing, and (y) Buyer agrees that Seller shall have conclusively satisfied,
subject to the deliverables at the Closing, its obligations with respect to title to the Property. The provisions of this Section
shall survive the Closing.
Section 4.2 Evidence
of Title.
Delivery of title in
accordance with the foregoing shall be evidenced by the willingness of the Title Company to issue, at Closing, its Owner’s
ALTA Policy of Title Insurance in the amount of the Purchase Price showing title to the Real Property vested solely in Buyer, subject
only to the Conditions of Title (the “Title Policy”). The Title Policy may contain such endorsements as required
by Buyer provided that the issuance of such endorsements shall not be a condition to Buyer’s obligations hereunder. Buyer
shall pay the costs for all such endorsements. Seller shall have no obligation to provide any indemnity or agreement to the Title
Company or Buyer to support the issuance of the Title Policy or any such endorsements other than the No Lien Affidavit (as defined
in Section 8.3 of this Agreement).
ARTICLE V
RISK OF LOSS AND INSURANCE
PROCEEDS
Section 5.1 Minor
Loss.
Buyer shall be bound
to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect
of any damage to the Property or destruction of any improvements thereon or condemnation of any portion of the Property, provided
that: (a) the cost to repair any such damage or destruction does not exceed Five Hundred Thousand Dollars ($500,000) in the estimate
of a licensed architect or contractor selected by Seller and reasonably acceptable to Buyer or in the case of a condemnation, the
diminution in the value of the Property as a result of a partial condemnation is not material (as defined in Section 5.2
hereof) and (b) upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance
proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, in both cases,
up to the amount of the Purchase Price, plus the amount of any insurance deductible (not to exceed the amount of the loss), less
any insurance proceeds of rental loss and business interruption insurance or any portion of an award that are allocable to the
period through the Closing Date and less any sums reasonably expended by Seller toward the collection of such proceeds or awards
and the restoration or repair of the Property (the nature of which settlement of the insurance claim, condemnation award, restoration
or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which
approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the
Closing, then such proceeds or awards shall be assigned to Buyer by Seller, without representation or warranty and without recourse
against Seller, in both cases, up to the amount of the Purchase Price, except to the extent needed to reimburse Seller for sums
reasonably expended to collect such proceeds or awards or to repair or restore the Property, or to the extent any insurance proceeds
of rental loss and business interruption insurance or any portion of the award are allocable to the period prior to the Closing
Date, and Seller shall retain the rights to such proceeds and awards to such extent.
Section 5.2 Major
Loss.
If the cost to repair
the damage or destruction as specified above exceeds Five Hundred Thousand Dollars ($500,000) in the estimate of a licensed architect
or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as
a result of a condemnation is material (as hereinafter defined), then Buyer may, at its option to be exercised within five (5)
business days of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings,
either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer
elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such five
(5) business day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned
to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3, 9.5
and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the
Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result
of any such damage or destruction or condemnation, in both cases, up to the amount of the Purchase Price, plus the amount of any
insurance deductible (not to exceed the amount of the loss), less any insurance proceeds of rental loss and business interruption
insurance or any portion of an award that are allocable to the period through the Closing Date and less any sums expended by Seller
toward the collection of such proceeds or awards or to restoration or repair of the Property (the nature of which restoration or
repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval
shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing,
then such proceeds or awards shall be assigned to Buyer by Seller, without representation or warranty and without recourse against
Seller, in both cases, up to the amount of the Purchase Price, except to the extent needed to reimburse Seller for sums expended
to collect such proceeds or awards or to repair or restore the Property, or to the extent any insurance proceeds of rental loss
and business interruption insurance or any portion of the award are allocable to the period prior to the Closing Date, and Seller
shall retain the rights to such proceeds and awards to such extent. A condemnation shall be deemed “material”
if, in the sole opinion of Buyer, any portion of the Property is taken which would cause the frustration of the proposed use of
the Property for Buyer or for the Property to be in violation of any existing laws or regulations, including but not limited to,
zoning regulations, or the existing access to the Property is materially and adversely affected.
ARTICLE VI
BROKERS AND EXPENSES
Section 6.1 Brokers.
The parties represent
and warrant to each other that no broker or finder was instrumental in arranging or bringing about this transaction except for
Cushman & Wakefield (“Seller’s Broker”) and Newmark Grubb Knight Frank (“Buyer’s Broker”).
At Closing, Seller shall pay (a) the commission due, if any, to Seller’s Broker, which shall be paid pursuant to a separate
agreement between Seller and Seller’s Broker, and (b) a commission in the amount of Two Hundred Fifty Thousand Dollars ($250,000)
to Buyer’s Broker. If any other person brings a claim for a commission or finder’s fee based upon any contact, dealings
or communication with Buyer or Seller, then the party through whom such person makes its claim shall defend the other party (the
“Indemnified Party”) from such claim, and shall indemnify the Indemnified Party and hold the Indemnified Party
harmless from any and all costs, damages, claims, liabilities or expenses (including without limitation, court costs and reasonable
attorneys’ fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this
Section 6.1 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.
Section 6.2 Expenses.
Except as expressly
provided in this Agreement, each party hereto shall pay its own expenses incurred in connection with this Agreement and the transactions
contemplated hereby.
ARTICLE VII
LEASES AND OTHER AGREEMENTS
Section 7.1 Buyer’s
Approval of New Leases and Agreements Affecting the Property.
Between the Effective
Date and the earlier of termination of this Agreement or the Closing, Seller shall continue to lease the Property in the same manner
as before the making of this Agreement, the same as though Seller were retaining the Property, provided that after the Effective
Date Seller shall not enter into any new Lease or other agreement affecting the Property, or modify or terminate any existing Lease
or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required
under any Lease and except for agreements which are terminable on no more than sixty (60) days’ notice without payment of
any penalty or fee or other cost to Seller (or Buyer, after Closing), without first obtaining Buyer’s approval of the proposed
action, which approval may be denied at Buyer’s sole discretion. If Buyer fails to give Seller notice of its approval or
disapproval of any such proposed action requiring its approval under this Section 7.1 within five (5) business days after
Seller notifies Buyer of Seller’s desire to take such action, then Buyer shall be deemed to have given its approval. Buyer
agrees to cooperate with Seller in enabling Seller to complete any such proposed transaction requiring Buyer’s approval.
Section 7.2 Tenant
Improvement Costs, Leasing Commissions and Concessions.
With respect to any
new Lease or Lease modification entered into by Seller between the Effective Date and the Closing Date, and with respect
to any renewal, extension or expansion of any Lease, whether through the exercise of an option or otherwise, occurring between
such date and the Closing Date, all tenant improvement work, leasing commissions, legal fees or other expenses or grants of any
free rent period or other concessions shall be paid by Buyer. Pursuant to the Assignment of Leases, Buyer shall assume any then
outstanding obligations with respect to such tenant improvements, leasing commissions and concessions, provided that with respect
to any such new Lease entered into between the Effective Date and the Closing Date, Seller shall credit Buyer at Closing with any
and all tenant improvements, leasing commissions and concessions then due before Closing. The provisions of this Section shall
survive the Closing.
Section 7.3 Tenant
Notices.
At the Closing, Seller
shall furnish Buyer with a written and signed notice to be given to each tenant of the Property. The notice shall disclose that
the Property has been sold to Buyer, that, after the Closing, all rents should be paid to Buyer, that Buyer shall be responsible
for the tenant’s security deposit, and giving tenant the name and contact information of the new representative of Buyer
on tenant related matters. The form of the notice shall be otherwise reasonably acceptable to the parties. Buyer covenants to deliver
said notices to each tenant as soon as reasonably possible after Closing. This provision shall expressly survive Closing.
Section 7.4 Maintenance
of Improvements and Operation of Property; Removal of Tangible Personal Property.
Seller agrees to keep
its customary property insurance covering the Property in effect during the term of this Agreement (provided, however, that the
terms of any such coverage maintained in blanket form may be modified as Seller deems necessary). Seller shall maintain all Improvements
substantially in their present condition (ordinary wear and tear, casualty and condemnation excepted), and shall make all necessary
repairs and operate, maintain and manage the Property in a manner consistent with Seller’s practices in effect prior to the
Effective Date, provided that Seller shall in no event be obligated to make any capital expenditures during the term of this Agreement.
At Closing, (a) Seller shall use good faith efforts to cause all open permits (“Open Permits”) with the local
government municipality to be closed, and (b) all notice of violations and violations (collectively, “Violations”)
issued by governmental municipalities shall be corrected and cleared by Seller. In the event there remains Open Permits or Violations
outstanding by the Closing Date, Buyer and Seller will negotiate in good faith establishing an escrow of one hundred fifty (150%)
percent of the anticipated cost of closing Open Permits or clearing Violations, as applicable, and close. In the event Buyer and
Seller are unable to reach an agreement regarding the establishment of the escrow, then Buyer shall have the right to either (i)
waive the escrow condition, assume the Open Permits and Violations, as applicable, and close, or (ii) extend the Closing a reasonable
number of days mutually agreeable to both Buyer and Seller, but in any event not to exceed sixty (60) days, to enable Seller to
close Open Permits or correct Violations, as applicable. If Seller still cannot satisfy the requirement at the end of such extended
period, then Buyer may, by written notice given to Seller, elect to terminate this Agreement and receive a refund of the Deposit
or, waive said condition and close. Buyer and Seller shall close on the purchase and sale of the Property no later than three (3)
Business Days after Seller provides Buyer written evidence of having closed the Open Permits or corrected the Violations, as applicable.
Seller shall use diligent efforts in closing the Open Permits and Violations, as applicable, during such extension period. During
the term of this Agreement, Seller shall not remove any Tangible Personal Property, except as may be required for necessary repair
or replacement, and replacement shall be of approximately equal quality and quantity as the removed item of Tangible Personal Property.
All repairs at the Property shall be made in a manner consistent with Seller’s practices in effect prior to the Effective
Date.
Section 7.5 Service
Contracts.
Within one (1) business
day prior to the expiration of the Contingency Period, Buyer will advise Seller in writing which Service Contracts Buyer will assume
and which Service Contracts Buyer requests be terminated at Closing, provided Seller shall have no obligation to terminate, and
Buyer shall be obligated to assume, any Service Contracts which by their terms cannot be terminated without penalty or payment
of a fee or other cost to Seller (unless Buyer pays said penalty or fee in connection with termination of same). If Buyer fails
to provide Seller with timely notice of such Service Contracts Buyer will assume at Closing, Buyer shall be deemed to have elected
to assume such Service Contracts at Closing. Seller shall deliver at Closing notices of termination of all Service Contracts that
are not so assumed by Buyer and Seller shall be responsible for any charges applicable to periods prior to Closing. Notwithstanding
the foregoing, Seller shall terminate, as of the Closing Date, all existing management and leasing agreements with respect to the
Property and shall pay all fees and expenses owed to them, including any termination fees and costs in connection with such terminations.
ARTICLE VIII
CLOSING AND ESCROW
Section 8.1 Escrow
Instructions.
Upon execution of this
Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this instrument
shall serve as the instructions to the Escrow Agent as the escrow holder for consummation of the purchase and sale contemplated
hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate
to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between
the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.
Section 8.2 Closing.
The Closing shall be
held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the
Title Company on the twentieth (20th) day after the expiration of the Contingency Period, or such other earlier date
and time as Buyer and Seller may mutually agree upon in writing (the “Closing Date”). Except as expressly provided
herein, such date and time may not be extended without the prior written approval of both Seller and Buyer. Seller and Buyer agree
to close in escrow with the Title Company so a representative of Seller and Buyer need not physically attend Closing.
Section 8.3 Deposit
of Documents.
(a) At
or before the Closing, Seller shall deposit into escrow the following items:
(1) the
duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer
subject to the Conditions of Title;
(2) four
(4) duly executed counterparts of the Bill of Sale in the form attached hereto as Exhibit D (the “Bill of
Sale”);
(3) four
(4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property
in the form attached hereto as Exhibit E pursuant to the terms of which Buyer shall assume all of Seller’s
obligations under the Leases, Service Contracts, and other documents and agreements affecting the Property (the “Assignment
of Leases”);
(4) one
(1) duly executed and acknowledged Assignment of Declarant’s Rights in the form attached hereto as Exhibit J
conveying and assigning the Declarant’s Rights to Buyer (the “Assignment of Declarant’s Rights”);
(5) four
(4) duly executed counterparts of a Seller’s Affidavit in the form attached hereto as Exhibit H (the “No
Lien Affidavit”), with such changes as the Title Company may reasonably require and which are acceptable to Seller in
order to issue the title policy described in the Title Commitment;
(6) an
affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign
person” within the meaning of Section 1445(f)(3) of the Code;
(7) evidence
of the termination of the management, administration and leasing agreements relating to the Property;
(8) evidence
of the existence of Seller and due authorization of Seller for the transactions contemplated under this Agreement reasonably acceptable
to the Title Company and Seller;
(9) written
resignations by David Nix and Brian Bill as officers, directors and employees of the Owners Association;
(10) such
other items and documents as are called for in this Agreement; and
(11) four
(4) originals of a Closing Statement duly executed by Seller.
(b) At
or before Closing, Buyer shall deposit into escrow the following items:
(1) immediately
available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest
thereon net of investment fees, if any), subject to prorations as provided in this Agreement, and funds sufficient to pay Buyer’s
closing costs;
(2) four
(4) duly executed counterparts of the Bill of Sale;
(3) four
(4) duly executed counterparts of the Assignment of Leases;
(4) evidence
of the existence of Buyer and due authorization of Buyer for the transactions contemplated under this Agreement;
(5) such
other items and documents as are called for in this Agreement; and
(6) four
(4) originals of a Closing Statement duly executed by Buyer.
(c) Seller
and Buyer shall each execute and deposit a closing statement, such transfer tax declarations and such other instruments as are
reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property
in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the “Reporting Person”
for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such
documentation as is reasonably necessary to effectuate such designation.
(d) Within
one (1) business day after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the
Leases to the extent in Seller’s possession, or copies of any Leases not in Seller’s possession, copies of the tenant
correspondence files (for the three (3) most recent years of Seller’s ownership of the Property only and the current year),
copies of all documents, corporate records and correspondence in Seller’s possession related to the Owners Association, and
originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to
Sections 2.1(b) or (e) above, to the extent in Seller’s possession, except for Seller’s general ledger
and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer
as required hereunder, subject to the Conditions of Title, and shall deliver to Buyer or make available at the Property a set of
keys to the Property on the Closing Date.
(e) After
the Closing Date, Seller shall cooperate with Buyer, at no cost or expense to Seller, in connection with the execution of any documentation
necessary to transfer that certain Irrevocable Standby Letter of Credit (Number SM236528W) in connection with the Levenger Lease
(as defined on Exhibit B attached hereto) to Buyer.
Section 8.4 Estoppel
Certificates.
(a) If
in accordance with Article II of this Agreement Buyer elects to proceed with the purchase of the Property, then Seller shall use
commercially reasonable efforts to obtain estoppel certificates from each of the two tenants of the Property substantially in the
form attached hereto as Exhibit F or, if a tenant’s lease requires a different form, in the form required by
the tenant’s lease, or as otherwise provided in this paragraph below. Without limiting changes to the estoppel certificate
form which may be deemed acceptable to Buyer, Buyer expressly agrees that changes made by tenants to qualify statements in the
estoppel certificate to the best of the tenant’s knowledge, to the actual knowledge of tenant or similar statements shall
be acceptable to Buyer. It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that
on or before the Closing, Buyer is able to obtain estoppel certificates substantially in such form from the two tenants occupying
the Property. Both estoppel certificates shall be dated no more than forty five (45) days prior
to the Closing Date and the contents shall be acceptable to Buyer. An estoppel certificate, even though not in
the required estoppel form, will be deemed compliant with this Section 8.4(a) (subject to the rights of Buyer to approve contents
as set forth in this Section 8.4) if it (i) contains the following information: name and address of tenant, suite or space number,
as applicable, confirming rent (including a breakdown of base rent, additional rent, sales tax, etc.), next payment due date, security
deposit, advance rent paid, termination date; that no rent has been paid more than one month in advance (unless otherwise required
pursuant to the terms of said Lease); that the Lease is in full force and effect, that landlord has performed all tenant improvements
it is required to deliver and that the tenant has no knowledge of any landlord default, (ii) is on the form required by the Lease
or in the form attached hereto as Exhibit F, or (iii) is on the standard form of a tenant which customarily issues its own
form.
(b) If
Seller is unable to obtain and deliver the estoppel certificates as required under Section 8.4(a), the terms of this Section
8.4(b) shall govern and control with respect to any such estoppel certificate delivered to Buyer after the expiration of the
Contingency Period. If Seller obtains and delivers the estoppel certificates after the expiration of the Contingency Period and
any such estoppel certificate is not acceptable to Buyer for any reason and Buyer objects thereto by written notice to Seller within
two (2) business days after receipt by Buyer of the objectionable estoppel, but in any event on or before the Closing Date, then
Seller will not be in default by reason thereof, and Seller may elect to extend the Closing Date by up to thirty (30) days in order
to satisfy the requirement. If Seller still cannot satisfy the requirement at the end of such extended period, or if Seller is
unable to deliver the estoppel certificates as provided in Section 8.4(a), above, within thirty (30) days after the expiration
of the Contingency Period, then Buyer may, by written notice given to Seller before the Closing, elect to terminate this Agreement
and receive a refund of the Deposit or waive said condition. If Buyer so elects to terminate this Agreement, neither party shall
have any further rights or obligations hereunder except as provided in Section 6.1 above and Sections 9.3, 9.5 and
9.9 below. If no such notice is timely delivered by Buyer, Buyer shall be deemed to have waived such condition.
Section 8.5 Prorations.
(a) Rents,
including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases,
all as and when actually collected; real property taxes and assessments; intangible and personal property taxes; all other income
from the Property; water, sewer, electricity (to the extent payable by Seller) and all other utility charges; amounts payable under
any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period
covered); and any other expenses of the operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the
day immediately prior to Closing (i.e., Buyer is entitled to the income and is responsible for the expenses of the day of Closing),
on the basis of a 365-day year.
All rents collected
after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate
a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to
a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments
which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises,
such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from
a tenant after Closing shall be deemed a payment of rent due after the Closing provided that Seller retains the right to collect
any such rents and other sums due from tenants for periods prior to Closing; provided, however, that Seller shall have no right
to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to sue for collection.
Reconciliations of
taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from
the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days
following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section
8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base
year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or
expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer
for the entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each
party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded.
Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during
such year and otherwise in accordance with this Section 8.5(a). For Leases which do not have a base year amount or expense
stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall
be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of
the Property, and otherwise in accordance with this Section 8.5(a).
The amount of any cash
security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain
such cash security deposits). Seller shall execute and deliver documents reasonably required to transfer the benefit of such security
deposits to Buyer. Seller shall receive credits at Closing for the amount of utility or other deposits with respect to the Property
that are transferred to Buyer, if any. Buyer shall cause all utilities to be transferred into Buyer’s name and account at
the time of Closing.
Seller and Buyer hereby
agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of
rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated at the request
of either Buyer or Seller as soon as reasonably practicable after the Closing Date or the date such amounts have been collected,
and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the
other party within thirty (30) days thereafter. Upon request of either party, the parties shall provide a reasonably detailed and
accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after
Closing and to the manner in which such payments were applied, and shall make their books and records reasonably available for
inspection by the other party during ordinary business hours upon reasonable advance notice.
Seller retains the
right to pursue and control any tax appeals applicable to periods prior to the tax year of the Closing, and Buyer shall cooperate
with Seller with respect to such appeals at no cost or expense to Buyer. Any refund of real property taxes or special assessments
relating to the period prior to Closing shall be for the account of Seller and relating to the period after Closing shall be for
the account of Buyer. To the extent a party receives a refund belonging to the other party on account of the preceding sentence,
the receiving party shall remit such refund (net of attorneys’ fees and costs reasonably incurred in obtaining such refund)
to the party entitled to such refund within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and
Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall
prorate all costs incurred and recovered in connection therewith based on the portion of the proceeds of any tax appeal recovery
allocable to each party’s respective period of ownership of the Property. If the proration at Closing of real property taxes
varies from the final determination of real property taxes when a final tax bill is rendered, then at the written request of either
party after Closing, the real property taxes shall be re-prorated between the parties to properly reflect the amount of real property
taxes actually payable or paid.
(b) Unless
otherwise set forth herein, the closing costs associated with this transaction shall be paid as follows:
Seller shall pay:
(i) The
documentary stamps and transfer taxes to be attached to the Deed;
(ii) Recording
fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Buyer to the
extent Seller elects to cure the same, as fully described in said Section 4.2;
(iii) One-half
of the Escrow Agent’s fees and costs; and
(iv) Seller’s attorneys’ fees and costs.
Buyer shall
pay:
(i) The
recording fee required to record the Deed;
(ii) Title
charges including the cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating
thereto;
(iii) The
cost of Survey ordered by Buyer;
(iv) One-half
of the Escrow Agent’s fees and costs; and
(v) Buyer’s
attorney fees.
(c) Any
percentage rent received by either party shall be prorated within sixty (60) days after receipt, based upon the tenant’s
sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property.
(d) The
provisions of this Section 8.5 shall survive the Closing.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Notices.
Any notices required
or permitted to be given hereunder shall be in writing and delivered (a) in person, (b) by a commercial overnight courier service
that guarantees next day delivery and provides a receipt, or (c) by electronic mail if such transmission is accompanied by a receipt,
and such notices shall be addressed as follows:
To Buyer: |
420 South Congress Avenue, LLC |
|
1441 SW 29th Avenue |
|
Pompano Beach, Florida
33069 |
|
Attention: Mr. Bruce Rosenbloom |
|
E-mail: brosenbloom@1800petmeds.com |
|
Telephone: (954) 979-5995 |
|
|
with copies to: |
Homer Bonner Jacobs,
P.A. |
|
1441 Brickell
Avenue, Suite 1200 |
|
Miami, Florida
33131 |
|
Attention: George Befeler, Esq. |
|
E-mails: gbefeler@homerbonner.com |
|
Telephone: (305) 350-5159 |
|
|
|
Homer Bonner Jacobs,
P.A. |
|
1441 Brickell
Avenue, Suite 1200 |
|
Miami, Florida
33131 |
|
Attention: Kevin Jacobs, Esq. |
|
E-mails: kjacobs@homerbonner.com |
|
Telephone: (305)
350-5101 |
|
|
To Seller: |
420 South Congress, Inc. |
|
c/o Stockbridge Real Estate Funds |
|
3114 Peachtree Road, NE, Suite 1160 |
|
Atlanta, GA 30326 |
|
Attention: Brian Bill |
|
E-mail: bill@sbfund.com |
|
Telephone: (404) 793-0394 |
|
|
with a copy to: |
Hartman Simons & Wood LLP |
|
6400 Powers Ferry Road, NW |
|
Suite 400 |
|
Atlanta, GA 30339 |
|
Attention: Ryan P. Rivera, Esq. |
|
E-mail: ryan.rivera@hartmansimons.com |
|
Telephone: (770) 951-6593 |
or to such other address as either party
may from time to time specify in writing to the other party. Any notice or other communication sent as hereinabove provided shall
be deemed effectively delivered (a) on the date of delivery, if delivered in person; (b) on the date received, if sent by commercial
overnight courier service; or (c) on the date of transmission, if sent by electronic mail with confirmation of receipt. Any notice
sent by the attorney representing a party, shall qualify as notice under this Agreement.
Section 9.2 Entire
Agreement.
This Agreement, together
with the Exhibits and schedules hereto, contains all representations, warranties and covenants made by Buyer and Seller and constitutes
the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda
or agreements are replaced in total by this Agreement together with the Exhibits and schedules hereto.
Section 9.3 Entry
and Indemnity.
In connection with
any entry by Buyer, or its agents, representatives, employees, contractors or consultants onto the Property, Buyer shall give Seller
reasonable advance notice of such entry, and Buyer shall conduct such entry and any inspections in connection therewith (a) during
normal business hours, (b) so as to minimize, to the greatest extent possible, interference with Seller’s business and the
business of Seller’s tenants, (c) in compliance with all applicable laws, (d) so as not to damage any part of the Property
or any personal property owned or held by any tenant or any third parties, (e) conduct all inspections in a manner reasonably acceptable
to Seller, (f) so as not to injure or otherwise cause bodily harm to Seller or its agents, guests, invitees, contractors and employees
or any tenants or their guests or invitees, (g) promptly pay when due the costs of all inspections, tests, investigations, and
studies done with regard to the Property; (h) not permit any liens to attach to the Property by reason of the exercise of Buyer’s
rights hereunder and, if any such liens so attach, will cause them to be promptly removed and/or bonded; (i) promptly repair any
damage to the Property resulting directly or indirectly from any such inspections, tests, investigations or studies strictly in
accordance with all requirements of applicable law; and (j) not reveal or disclose prior to Closing any information obtained concerning
the Property and the Due Diligence Materials to anyone other than Permitted Outside Parties (as defined in Section 9.9 below),
in accordance with the confidentiality standards set forth in Section 9.9 below, or except as may be otherwise required
by law, and not make any reproductions (other than for Buyer’s and any Permitted Outside Parties’ internal use), any
handwritten summaries or notes and self-generated computer records, of any item of the Due Diligence Materials) without the prior
written consent of Seller. Without limiting the foregoing, prior to any entry to perform any on-site testing, including but not
limited to any air sampling, borings, drillings or other samplings, Buyer shall give Seller written notice thereof, including the
identity of the company or persons who will perform such testing and the proposed scope and methodology of the testing. Seller
shall approve or disapprove, in Seller’s sole and absolute discretion, the proposed testing within three (3) business days
after receipt of such notice; provided, however, Seller’s approval shall not be required for any non-intrusive testing. If
Seller fails to respond within such three (3) business day period, Seller shall be deemed to have disapproved the proposed testing.
If Buyer or its agents, representatives, employees, contractors or consultants take any sample from the Property in connection
with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses,
to perform its own testing. Buyer shall permit Seller or its representative to be present to observe any testing or other inspection
or due diligence review performed on or at the Property. Upon the request of Seller, Buyer shall promptly deliver to Seller copies
of any reports relating to any testing or other inspection of the Property performed by Buyer or its agents, representatives, employees,
contractors or consultants. Notwithstanding anything to the contrary contained herein, Buyer shall not contact any tenant without
first obtaining the prior written consent of Seller thereto in Seller’s sole and absolute discretion, and Seller, at Seller’s
election, shall be entitled to have a representative participate in any telephone or other contact made by Buyer to a tenant and
present at any meeting by Buyer with a tenant. Buyer shall maintain, and shall assure that its contractors and consultants maintain,
public liability and property damage insurance in amounts (but in no event less than Two Million Dollars ($2,000,000) with respect
to any liability insurance) and in form and substance adequate to insure against all liability of Buyer and its agents, representatives,
employees, contractors or consultants, arising out of any entry or physical inspections of the Property pursuant to the provisions
hereof. With respect to the insurance coverage required herein, Seller and Seller’s lender shall be named as additional insureds
on such insurance, with such coverage being primary and any insurance maintained by Seller shall be excess and noncontributory.
Buyer shall provide Seller with evidence of such insurance coverage prior to any entry on the Property. Buyer shall indemnify,
defend and hold Seller and its agents, officers, employees, tenants and invitees harmless from and against any actual costs, damages,
liabilities, losses, expenses, liens or claims (including, without limitation, court costs and reasonable attorneys’ fees
and disbursements) arising out of or relating to any entry on the Property by Buyer, and its agents, representatives, employees,
contractors or consultants in the course of performing the inspections, testings or inquiries provided for in this Agreement, including,
without limitation, any release of Hazardous Materials or any damage to the Property; provided that Buyer shall not be liable to
Seller solely as a result of the discovery by Buyer of a pre-existing condition on the Property to the extent the activities of
Buyer, its agents, representatives, employees, contractors or consultants do not exacerbate the condition. Buyer further WAIVES
AND RELEASES any claims, demands, damages, actions, causes of action or other remedies of any kind whatsoever against Seller for
property damage or bodily and/or personal injuries to Buyer and its agents, representatives, employees, contractors, and consultants
arising out of any entry onto the Property by, or any inspections or tests performed by said persons, unless solely due to the
negligence or willful misconduct of Seller or its agents. The foregoing indemnity shall survive beyond the Closing, or, if the
sale is not consummated, beyond the termination of this Agreement. Buyer’s right of entry, as provided in this Section
9.3, shall continue up through the date of Closing.
Section 9.4 Time.
Time is of the essence
in the performance of each of the parties’ respective obligations contained herein. If the time period by which any right,
option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or
by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically
extended through the close of business on the next regularly scheduled business day.
Section 9.5 Attorneys’
Fees.
If either party hereto
fails to perform any of its obligations under this Agreement or if any dispute arises between the parties hereto concerning the
meaning or interpretation of any provision of this Agreement, whether prior to or after Closing, or if any party defaults in payment
of its post-Closing financial obligations under this Agreement, then the party not prevailing in such dispute shall pay any and
all costs and expenses incurred by the other party on account of such default and/or in enforcing or establishing its rights hereunder,
including, without limitation, court costs and reasonable attorneys’ fees and disbursements.
Section 9.6 Assignment.
Buyer’s rights
and obligations hereunder shall not be assignable without the prior written consent of Seller, which may be given or withheld in
Seller’s sole discretion. Buyer shall in no event be released from any of its obligations or liabilities hereunder in connection
with any assignment. Without limiting and notwithstanding the above, in no event shall Buyer have the right to assign its rights
or obligations hereunder to any party which could not make the representation and warranty contained in subsections 3.5(c)
and (e) above, and in connection with any permitted assignment pursuant to the terms hereof, (i) the assignee shall reconfirm
in a written instrument acceptable to Seller and delivered to Seller prior to the effective date of the assignment said representation
and warranty as applied to the assignee and that all other terms and conditions of this Agreement shall apply to such assignee
and are being assumed by assignee, (ii) the Deposit shall be transferred to assignee, and (iii) Buyer and such assignee shall be
jointly and severally liable for all obligations, liabilities and indemnitees under this Agreement. Furthermore, after any permitted
assignment hereunder, Seller shall be free to deal with such assignee with respect to this Agreement (including, without limitation,
entering into any amendments or modifications of this Agreement), and Buyer agrees to be bound by such dealings, including, without
limitation, any modifications or amendments to this Agreement. Subject to the provisions of this Section, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Notwithstanding the
foregoing, subject to subsections 3.5(c) and (e) above, Buyer shall have the right to assign this Agreement to an
Affiliate (as defined herein) of Buyer. For purposes hereof, the term “Affiliate” means (a) any person
which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with,
Buyer, and (b) any person with fifty percent (50%) or more of the equity interest of which is held beneficially or of record
by Buyer.
Section 9.7 Counterparts.
This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument. Facsimile or electronically transmitted signatures on this Agreement and on any amendment thereto
shall be effective as originals.
Section 9.8 Governing
Law.
This Agreement shall
be governed by and construed in accordance with the laws of the State of Florida, without reference to the choice of law or conflicts
of law principles of such state. Proper jurisdiction for the resolution of any controversies regarding this Agreement shall lie
solely and exclusively in the State Courts of the State of Florida. Proper venue shall lie solely and exclusively in the County
of Palm Beach, Florida.
Section 9.9 Confidentiality
and Return of Documents.
Except as may be required
by law, Buyer and Seller shall each maintain as confidential any and all material obtained about the other or this Agreement or
the transactions contemplated hereby, and shall not disclose such information to any third party. Buyer shall keep confidential
the Due Diligence Materials, and Buyer shall not disclose, nor permit its agents, representatives, employees, contractors and consultants
to disclose, said Due Diligence Materials to any third parties, other than to potential lenders, potential equity partners, consultants,
accountants, attorneys and those persons involved in this transaction who are responsible for determining the feasibility of Buyer’s
acquisition of the Property and who have agreed (in writing for any third party engineers, environmental auditors or other consultants)
to preserve the confidentiality of such information as required hereby (collectively, the “Permitted Outside Parties”).
Buyer shall be responsible for ensuring that any and all Permitted Outside Parties (and any other person for whom Buyer has responsibility
hereunder) comply with the provisions of this Section 9.9. Buyer shall not divulge the contents of the Due Diligence Materials
except in strict accordance with the confidentiality standards set forth in this Section 9.9. In permitting Buyer and the
Permitted Outside Parties to review the Due Diligence Materials, Seller has not waived any claim of privilege or confidentiality
with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended
or created.
If Buyer acquires the
Property from Seller, Buyer and Seller shall have the right, subsequent to the Closing of such acquisition, to publicize the transaction
(other than the parties to or the specific economics of the transaction) in a manner Seller or Buyer, as applicable, deems appropriate;
provided, however, that any press release by Seller regarding this Agreement or the transactions contemplated herein, and the wording
of same, must be approved in advance by Buyer, it being understood that Buyer is a public company bound by disclosure requirements
imposed by laws generally applicable to public companies. Notwithstanding anything herein to the contrary, Buyer shall be entitled
to, at any time and from time to time and without the consent of Seller or obligation of Buyer to deliver in advance to Seller
or obtain approval from Seller, disclose any information and documents relating to the subject transaction and the Property it
may deem, in its sole and unfettered discretion, advisable and necessary for Buyer to comply with the disclosure requirements imposed
upon Buyer by law. In the event the transaction contemplated by this Agreement does not close as provided herein, Buyer (a) shall
promptly return to Seller all Due Diligence Materials and other documents and copies obtained by Buyer in connection with the purchase
of the Property hereunder; and (b) may disclose that Buyer has elected not to proceed with the acquisition of the Property, provided
that Buyer shall not disclose any information or documents related to the Property in connection with such public disclosure. The
provisions of this Section 9.9 shall survive Closing or any termination of this Agreement.
Section 9.10 Interpretation
of Agreement.
The article, section
and other headings of this Agreement are for convenience of reference only and shall not be construed to affect the meaning of
any provision contained herein. Where the context so requires, the use of the singular shall include the plural and vice versa
and the use of the masculine shall include the feminine and the neuter. The term “person” shall include any
individual, partnership, joint venture, corporation, trust, unincorporated association, any other entity and any government or
any department or agency thereof, whether acting in an individual, fiduciary or other capacity. The term “including”
as used herein shall in all instances mean “including, but not limited to”. This Agreement and the Other Documents
shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts may have
been prepared by counsel for one of the parties, it being recognized that this Agreement and the Other Documents (as defined in
Section 9.19 below) are the product of extensive negotiations between the parties hereto.
Section 9.11 Limited
Liability.
The obligations of
Seller under this Agreement and under all of the Other Documents are intended to be binding only on Seller’s interest in
the Property and the proceeds derived from the sale thereof (and subject in all events to the limitations set forth in Section
9.19), and shall not be otherwise personally binding upon Seller or any Seller Related Party, nor shall any resort be had to, any
other assets of Seller nor the private properties of any Seller Related Parties.
Section 9.12 Amendments.
This Agreement may
be amended or modified only by a written instrument signed by Buyer and Seller.
Section 9.13 No
Recording.
Neither this Agreement
nor any memorandum or short form thereof may be recorded by Buyer and any such recording by Buyer shall constitute a default by
Buyer under this Agreement. In the event of such recording, Buyer’s rights and any interest hereunder shall automatically
terminate, and Seller shall be entitled to the Deposit without further notice to Buyer.
Section 9.14 Drafts
Not an Offer to Enter Into a Legally Binding Contract.
The parties hereto
agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to
enter into a legally binding contract with respect to the purchase and sale of the Property. The parties shall be legally bound
with respect to the purchase and sale of the Property pursuant to the terms of this Agreement only if and when the parties have
been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their
respective sole discretion, and both Seller and Buyer have fully executed and delivered to each other a counterpart of this Agreement
(or a copy by facsimile or electronic transmission). The “Effective Date” shall be the last date this Agreement
is executed by Seller or Buyer.
Section 9.15 Intentionally
Omitted.
Section 9.16 No
Partnership.
The relationship of
the parties hereto is solely that of Seller and Buyer with respect to the Property and no joint venture or other partnership exists
between the parties hereto. Neither party has any fiduciary relationship hereunder to the other.
Section 9.17 No
Third Party Beneficiary.
The provisions of this
Agreement are not intended to benefit any third parties, except the Seller Related Parties.
Section 9.18 Intentionally
Omitted.
Section 9.19 Limitation
on Liability.
Notwithstanding anything
to the contrary contained herein, after the Closing: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount
which may be awarded to and collected by Buyer (including, without limitation, for any breach of any representation, warranty and/or
covenant by Seller or with respect to any indemnity) in connection with the Property and/or the sale thereof to Buyer including,
without limitation, under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without
limitation, the Deed, the Bill of Sale, the Assignment of Leases and any Seller estoppel certificate (collectively, the “Other
Documents”, shall under no circumstances whatsoever exceed Five Hundred Thousand Dollars ($500,000) and the recovery
of actual damages up to that amount is Buyer’s sole and exclusive remedy with respect thereto; and (b) no claim by Buyer
alleging a breach by Seller of any representation, warranty and/or covenant of Seller or with respect to any indemnity contained
herein or in any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any
such claim, unless and until such claim, either alone or together in the aggregate with any other claims by Buyer alleging a breach
by Seller of any such representation, warranty and/or covenant or with respect to any indemnity is for an aggregate amount in excess
of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the “Floor Amount”), in which event Seller’s
liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the
limitation set forth in clause (a) above. In no event shall Seller to liable to Buyer for incidental, consequential, special or
punitive damages as a result of a breach by Seller of any such representation, warranty and/or covenant or with respect to an indemnity
in connection with the Property and/or the sale thereof to Buyer pursuant to this Agreement or the Other Documents. The provisions
in this Section 9.19 are subject to the limitations and qualifications set forth in Article III and Section 9.11 hereof.
Section 9.20 Invalidity
and Waiver.
If any portion of this
Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed
valid and operative, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the portion
held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall
not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other such term or
provision in the future.
Section 9.21 Survival.
Except as expressly
set forth to the contrary herein, no representations, warranties, covenants or agreements of Seller contained herein shall survive
the Closing or any termination of this Agreement.
Section 9.22 Seller
Work.
Prior to Closing, Seller,
at its sole cost and expense, shall complete the installation of a new roof on those certain buildings located on the Real Property
and more particularly known as “Building I” and “Building II.” At Closing, Seller shall assign to Buyer
the roof warranty, provided that Buyer shall pay any charge or fee associated with the assignment of such warranty.
Section 9.23 Survival
of Article IX.
The provisions of this
Article IX shall survive the Closing.
Section 9.24 Radon.
RADON.
RADON IS A NATURALLY
OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS
WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. THIS DISCLOSURE IS
REQUIRED BY FLORIDA LAW TO BE CONTAINED IN ALL AGREEMENTS FOR SALE OR LEASE OF BUILDINGS.
[Remainder of page is intentionally blank.
Signature page follows]
The parties hereto
have executed this Agreement under seal as of the date set forth in the first paragraph of this Agreement.
|
SELLER: |
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420 SOUTH CONGRESS, INC., |
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a Delaware corporation |
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By: |
/s/ Brian Bill |
|
|
Name: |
Brian Bill |
|
|
Its: |
Vice President |
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|
|
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|
Date: |
12-22-15 |
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[CORPORATE SEAL] |
|
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|
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BUYER: |
|
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420 SOUTH CONGRESS AVENUE, LLC, |
|
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a Florida limited liability company |
|
|
|
|
|
|
By: |
/s/ Bruce S. Rosenbloom (Seal) |
|
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Name: |
Bruce S. Rosenbloom |
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Its: |
Manager |
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Date: |
12-22-15 |
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Menderes Akdag, certify that:
| 1. | I have reviewed this report on Form
10-Q for the quarter ended December 31, 2015 of PetMed Express, Inc.; |
| 2. | Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have: |
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying
officers and I have disclosed, based on our most recent evaluation of the internal control
over financial reporting, to the registrant’s auditors and the audit committee
of the registrant’s Board of Directors (or persons performing the equivalent functions): |
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
February
2, 2016 |
|
|
|
|
By: |
/s/
Menderes Akdag |
|
Menderes
Akdag |
|
Chief Executive
Officer and President |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Bruce S. Rosenbloom, certify that:
| 1. | I have reviewed this report on Form
10-Q for the quarter ended December 31, 2015 of PetMed Express, Inc.; |
| 2. | Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have: |
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying
officers and I have disclosed, based on our most recent evaluation of the internal control
over financial reporting, to the registrant’s auditors and the audit committee
of the registrant’s Board of Directors (or persons performing the equivalent functions): |
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
February
2, 2016 |
|
|
|
|
By: |
/s/ Bruce
S. Rosenbloom |
|
Bruce S. Rosenbloom |
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
I, Menderes Akdag, and I, Bruce S. Rosenbloom,
each certify to the best of our knowledge, based upon a review of the report on Form 10-Q for the quarter ended December 31, 2015
(the “Report”) of the Registrant, that:
| (1) | the Report fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and |
| (2) | the information contained in
the Report, fairly presents, in all material respects, the financial condition and results
of operations of the Registrant. |
|
Date: February
2, 2016 |
|
|
|
|
By: |
/s/ Menderes
Akdag |
|
Menderes
Akdag |
|
Chief Executive
Officer and President |
|
|
|
|
By: |
/s/ Bruce
S. Rosenbloom |
|
Bruce S.
Rosenbloom |
|
Chief Financial
Officer |
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands |
Dec. 31, 2015 |
Mar. 31, 2015 |
Current assets: |
|
|
Cash and cash equivalents |
$ 47,129
|
$ 35,613
|
Short term investments - available for sale |
15,608
|
15,591
|
Accounts receivable, less allowance for doubtful accounts of $10 and $8, respectively |
1,365
|
1,931
|
Inventories - finished goods |
18,861
|
25,068
|
Prepaid expenses and other current assets |
2,275
|
1,380
|
Deferred tax assets |
848
|
817
|
Prepaid income taxes |
334
|
|
Total current assets |
86,420
|
80,400
|
Noncurrent assets: |
|
|
Property and equipment, net |
1,202
|
1,569
|
Intangible assets |
860
|
860
|
Deferred tax assets |
101
|
23
|
Total assets |
88,583
|
82,852
|
Current liabilities: |
|
|
Accounts payable |
5,365
|
5,153
|
Accrued expenses and other current liabilities |
2,343
|
2,214
|
Income taxes payable |
|
50
|
Total liabilities |
$ 7,708
|
$ 7,417
|
Commitments and contingencies |
|
|
Shareholders' equity: |
|
|
Preferred stock, $.001 par value, 5,000 shares authorized; 3 convertible shares issued and outstanding with a liquidation preference of $4 per share |
$ 9
|
$ 9
|
Common stock, $.001 par value, 40,000 shares authorized; 20,327 and 20,262 shares issued and outstanding, respectively |
20
|
20
|
Additional paid-in capital |
4,398
|
3,117
|
Retained earnings |
76,535
|
72,343
|
Accumulated other comprehensive loss |
(87)
|
(54)
|
Total shareholders' equity |
80,875
|
75,435
|
Total liabilities and shareholders' equity |
$ 88,583
|
$ 82,852
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands |
Dec. 31, 2015 |
Mar. 31, 2015 |
Allowance for doubtful accounts receivables (in dollars) |
$ 10
|
$ 8
|
Preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
5,000
|
5,000
|
Common stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
40,000
|
40,000
|
Common stock, shares issued |
20,327
|
20,262
|
Common stock, shares outstanding |
20,327
|
20,262
|
Convertible Preferred Stock |
|
|
Preferred stock, shares issued |
3
|
3
|
Preferred stock, shares outstanding |
3
|
3
|
Preferred stock, liquidation preference (in dollars per share) |
$ 4
|
$ 4
|
X |
- DefinitionA valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible.
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
|
|
Sales |
$ 50,933
|
$ 49,284
|
$ 179,292
|
$ 179,401
|
Cost of sales |
34,179
|
32,184
|
120,659
|
120,070
|
Gross profit |
16,754
|
17,100
|
58,633
|
59,331
|
Operating expenses: |
|
|
|
|
General and administrative |
4,977
|
4,946
|
16,164
|
16,202
|
Advertising |
3,988
|
4,323
|
18,122
|
21,134
|
Discontinued project costs |
|
|
|
1,714
|
Depreciation |
167
|
165
|
544
|
487
|
Total operating expenses |
9,132
|
9,434
|
34,830
|
39,537
|
Income from operations |
7,622
|
7,666
|
23,803
|
19,794
|
Other income: |
|
|
|
|
Interest income, net |
55
|
50
|
160
|
138
|
Other, net |
(4)
|
(4)
|
(12)
|
3
|
Total other income |
51
|
46
|
148
|
141
|
Income before provision for income taxes |
7,673
|
7,712
|
23,951
|
19,935
|
Provision for income taxes |
2,783
|
2,915
|
8,802
|
7,433
|
Net income |
4,890
|
4,797
|
15,149
|
12,502
|
Net change in unrealized loss on short term investments |
(14)
|
(20)
|
(33)
|
(13)
|
Comprehensive income |
$ 4,876
|
$ 4,777
|
$ 15,116
|
$ 12,489
|
Net income per common share: |
|
|
|
|
Basic |
$ 0.24
|
$ 0.24
|
$ 0.75
|
$ 0.62
|
Diluted |
$ 0.24
|
$ 0.24
|
$ 0.75
|
$ 0.62
|
Weighted average number of common shares outstanding: |
|
|
|
|
Basic |
20,145
|
20,038
|
20,115
|
20,005
|
Diluted |
20,251
|
20,162
|
20,232
|
20,133
|
Cash dividends declared per common share |
$ 0.18
|
$ 0.17
|
$ 0.54
|
$ 0.51
|
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Cash flows from operating activities: |
|
|
Net income |
$ 15,149
|
$ 12,502
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation |
544
|
487
|
Share based compensation |
1,189
|
1,118
|
Discontinued project costs |
|
1,714
|
Deferred income taxes |
(109)
|
129
|
Bad debt expense |
243
|
66
|
(Increase) decrease in operating assets and increase (decrease) in liabilities: |
|
|
Accounts receivable |
323
|
343
|
Inventories - finished goods |
6,207
|
14,114
|
Prepaid income taxes |
(334)
|
54
|
Prepaid expenses and other current assets |
(895)
|
763
|
Accounts payable |
212
|
(1,892)
|
Income taxes payable |
(50)
|
283
|
Accrued expenses and other current liabilities |
156
|
(153)
|
Net cash provided by operating activities |
22,635
|
29,528
|
Cash flows from investing activities: |
|
|
Net change in short term investments |
(50)
|
(53)
|
Purchases of property and equipment |
(177)
|
(398)
|
Net cash used in investing activities |
(227)
|
(451)
|
Cash flows from financing activities: |
|
|
Dividends paid |
(10,984)
|
(10,353)
|
Tax adjustment related to restricted stock |
92
|
39
|
Net cash used in financing activities |
(10,892)
|
(10,314)
|
Net increase in cash and cash equivalents |
11,516
|
18,763
|
Cash and cash equivalents, at beginning of period |
35,613
|
18,305
|
Cash and cash equivalents, at end of period |
47,129
|
37,068
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid for income taxes |
9,203
|
6,929
|
Dividends payable in accrued expenses |
$ 185
|
$ 225
|
X |
- DefinitionRepresents amount of discontinued project cost.
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v3.3.1.900
Summary of Significant Accounting Policies
|
9 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] |
|
Summary of Significant Accounting Policies |
Note 1: Summary of Significant Accounting Policies
Organization
PetMed Express, Inc. and subsidiaries, d/b/a 1-800-PetMeds (the “Company”), is a leading nationwide pet pharmacy. The Company markets prescription and non-prescription pet medications, health products, and supplies for dogs and cats, direct to the consumer. The Company offers consumers an attractive alternative for obtaining pet medications in terms of convenience, price, and speed of delivery. The Company markets its products through national television, online, and direct mail/print advertising campaigns, which aim to increase the recognition of the “1-800-PetMeds” brand name, and “PetMeds” family of trademarks, increase traffic on its website at www.1800petmeds.com, acquire new customers, and maximize repeat purchases. The majority of the Company’s sales are to residents in the United States. The Company’s executive offices are located in Pompano Beach, Florida. The Company’s fiscal year end is March 31, and references herein to Fiscal 2016 or 2015 refer to the Company's fiscal years ending March 31, 2016 and 2015, 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 of America for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company at December 31, 2015, the Statements of Comprehensive Income for the three and nine months ended December 31, 2015 and 2014, and Cash Flows for the nine months ended December 31, 2015 and 2014. The results of operations for the three and nine months ended December 31, 2015 are not necessarily indicative of the operating results expected for the fiscal year ending March 31, 2016. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2015. The Condensed Consolidated Financial Statements include the accounts of PetMed Express, Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America 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 Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts of the Company's cash and cash equivalents, short term investments, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments.
Recent Accounting Pronouncements
The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.
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v3.3.1.900
Short Term Investments
|
9 Months Ended |
Dec. 31, 2015 |
Investments, Debt and Equity Securities [Abstract] |
|
Short Term Investments |
Note 2: Short Term Investments
The Company’s short term investments balance consists of short term bond mutual funds. In accordance with ASC Topic 320 (“Accounting for Certain Investments in Debt and Equity Securities”), short term investments are accounted for as available for sale securities with any changes in fair value to be reflected in other comprehensive income. The Company had a short term investments balance of $15.6 million as of both December 31, 2015 and as of March 31, 2015.
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v3.3.1.900
Net Income Per Share
|
9 Months Ended |
Dec. 31, 2015 |
Earnings Per Share [Abstract] |
|
Net Income Per Share |
Note 3: Net 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 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 income per share computations for the periods presented (in thousands, except for per share amounts):
|
|
Three Months Ended December 31, |
|
|
Nine Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Net income (numerator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,890 |
|
|
$ |
4,797 |
|
|
$ |
15,149 |
|
|
$ |
12,502 |
|
Shares (denominator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding used in basic computation |
|
|
20,145 |
|
|
|
20,038 |
|
|
|
20,115 |
|
|
|
20,005 |
|
Common shares issuable upon vesting of restricted stock |
|
|
96 |
|
|
|
114 |
|
|
|
107 |
|
|
|
118 |
|
Common shares issuable upon conversion of preferred shares |
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
Shares used in diluted computation |
|
|
20,251 |
|
|
|
20,162 |
|
|
|
20,232 |
|
|
|
20,133 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.75 |
|
|
$ |
0.62 |
|
Diluted |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.75 |
|
|
$ |
0.62 |
|
At December 31, 2015 and 2014, all common restricted stock were included in the diluted net income per common share computation.
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v3.3.1.900
Accounting for Stock-Based Compensation
|
9 Months Ended |
Dec. 31, 2015 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] |
|
Accounting for Stock-Based Compensation |
Note 4: Accounting for Stock-Based Compensation
The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payment”). The compensation expense related to all of the Company’s stock-based compensation arrangements is recorded as a component of general and administrative expenses. The Company had 808,296 restricted common shares issued under the 2006 Employee Equity Compensation Restricted Stock Plan (“Employee Plan”) and 272,000 restricted common shares issued under the 2006 Outside Director Equity Compensation Restricted Stock Plan (“Director Plan”) at December 31, 2015, all shares of which were issued subject to a restriction or forfeiture period which lapse ratably on the first, second, and third anniversaries of the date of grant, and the fair value of which is being amortized over the three-year restriction period. On July 24, 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 authorizes 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.
For the quarters ended December 31, 2015 and 2014, the Company recognized $411,000 and $365,000, respectively, of compensation expense related to the Employee and Director Plans. For the nine months ended December 31, 2015, the Company recognized $1.2 million of compensation expense related to the Employee and Director Plans, compared to $1.1 million for the nine months ended December 31, 2014. At December 31, 2015 and 2014, there was $2.0 million and $2.4 million of unrecognized compensation cost related to the non-vested restricted stock awards, respectively, which is expected to be recognized over the next three years. At December 31, 2015 and 2014, there were 182,000 and 225,000 non-vested restricted shares, respectively.
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v3.3.1.900
Fair Value
|
9 Months Ended |
Dec. 31, 2015 |
Fair Value Disclosures [Abstract] |
|
Fair Value |
Note 5: Fair Value
The Company carries various assets and liabilities at fair value in the 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 Measurements”) 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. The Company’s cash equivalents and short term investments are classified within Level 1. Assets and liabilities measured at fair value are summarized below:
|
|
|
|
|
Fair Value Measurement at December 31, 2015 Using |
|
|
|
|
|
|
Quoted Prices |
|
|
Significant |
|
|
|
|
|
|
|
|
|
in Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
2015 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - money market funds |
|
$ |
47,129 |
|
|
$ |
47,129 |
|
|
$ |
- |
|
|
$ |
- |
|
Short term investments - bond mutual funds |
|
|
15,608 |
|
|
|
15,608 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
62,737 |
|
|
$ |
62,737 |
|
|
$ |
- |
|
|
$ |
- |
|
|
X |
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v3.3.1.900
Changes in Stockholders' Equity and Comprehensive Income (Loss)
|
9 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] |
|
Changes in Stockholders' Equity and Comprehensive Income (Loss) |
Note 6: Changes in Shareholders’ Equity and Comprehensive Income (Loss):
Changes in shareholders’ equity for the nine months ended December 31, 2015 are summarized below (in thousands):
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance at March 31, 2015: |
|
$ |
3,117 |
|
|
$ |
72,343 |
|
|
$ |
(54 |
) |
Share based compensation |
|
|
1,189 |
|
|
|
- |
|
|
|
- |
|
Dividends declared |
|
|
- |
|
|
|
(10,957 |
) |
|
|
- |
|
Tax adjustment related to restricted stock |
|
|
92 |
|
|
|
- |
|
|
|
- |
|
Net income |
|
|
- |
|
|
|
15,149 |
|
|
|
- |
|
Net change in unrealized loss on short term investments |
|
|
- |
|
|
|
- |
|
|
|
(33 |
) |
Ending balance at December 31, 2015: |
|
$ |
4,398 |
|
|
$ |
76,535 |
|
|
$ |
(87 |
) |
No shares of treasury stock were purchased or retired in the nine months ended December 31, 2015 and 2014.
|
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v3.3.1.900
Commitments and Contingencies
|
9 Months Ended |
Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note 7: Commitments and Contingencies
The Company has settled complaints that had been filed with various states’ regulatory 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 initiates litigation to protect 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.
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v3.3.1.900
Property and Equipment
|
9 Months Ended |
Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
Property and Equipment |
Note 8: Property and Equipment
On December 22, 2015, the Company, by and through a wholly-owned subsidiary entered into an agreement of purchase and sale with an unaffiliated privately held Delaware corporation for the purchase of real property located in Palm Beach County Florida, and improvements thereon (collectively referred to herein as the “property”), the assignment and assumption of all leases and service agreements affecting the property, and certain tangible and intangible personal property related to the property, for a purchase price of $18.5 million, plus closing costs. The property consists of approximately 634,000 square feet of land or 14.6 acres with two building complexes with additional land for future use. The first building complex consists of approximately 125,000 square feet consisting of both office and warehouse. The second building complex consists of approximately 60,000 square feet consisting of both office and warehouse space. As of December 31, 2015, 48% of the property was leased to two tenants with a remaining weighted average lease term of 4.2 years.
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v3.3.1.900
Subsequent Events
|
9 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 9: Subsequent Events
On January 19, 2016, the Company closed on the purchase of property for $18.5 million, which was funded with cash on hand. Once the property is renovated to the Company’s specifications and ready for its operation, the Company intends to occupy the remaining approximately 97,000 square feet of the building for its principal offices and distribution center, and to continue to operate the remaining office and warehouse space pursuant to existing leases.
On January 25, 2016 our Board of Directors declared a quarterly dividend of $0.18 per share. The Board established a February 8, 2016 record date and a February 19, 2016 payment date. Based on the outstanding share balance as of February 1, 2016 the Company estimates the dividend payable to be approximately $3.7 million.
On January 29, 2016, the Company, based on the Compensation Committee recommendation and the Board of Directors’ approval that the Company amend the existing executive employment agreement (the “Executive Employment Agreement”) of Menderes Akdag, the Company’s President and Chief Executive Officer, entered into Amendment No. 5 to Executive Employment Agreement with Mr. Akdag (“Agreement”). The Agreement amends certain provisions of the Executive Employment Agreement as follows: the term of the Agreement will be for three years, commencing on March 16, 2016; Mr. Akdag’s salary will be increased from $550,000 to $600,000 per year throughout the term of the Agreement, and Mr. Akdag shall be granted 120,000 shares of restricted stock. The restricted stock will be granted on March 16, 2016, in accordance with the Company’s 2006 Restricted Stock Plan and the restrictions shall lapse ratably over a three-year period.
On January 29, 2016, the Company, based on the Compensation Committee recommendation and the Board of Directors’ approval, increased the annual Independent Director compensation from $30,000 to $40,000.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] |
|
Basis of Presentation and Consolidation |
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 of America for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company at December 31, 2015, the Statements of Comprehensive Income for the three and nine months ended December 31, 2015 and 2014, and Cash Flows for the nine months ended December 31, 2015 and 2014. The results of operations for the three and nine months ended December 31, 2015 are not necessarily indicative of the operating results expected for the fiscal year ending March 31, 2016. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2015. The Condensed Consolidated Financial Statements include the accounts of PetMed Express, Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated upon consolidation
|
Use of Estimates |
Use of Estimates
The preparation of Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America 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 Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The carrying amounts of the Company's cash and cash equivalents, short term investments, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.
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v3.3.1.900
Net Income Per Share (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Earnings Per Share [Abstract] |
|
Schedule of reconciliation of the numerators and denominators of the basic and diluted net income per share computations |
|
|
Three Months Ended December 31, |
|
|
Nine Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Net income (numerator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,890 |
|
|
$ |
4,797 |
|
|
$ |
15,149 |
|
|
$ |
12,502 |
|
Shares (denominator): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding used in basic computation |
|
|
20,145 |
|
|
|
20,038 |
|
|
|
20,115 |
|
|
|
20,005 |
|
Common shares issuable upon vesting of restricted stock |
|
|
96 |
|
|
|
114 |
|
|
|
107 |
|
|
|
118 |
|
Common shares issuable upon conversion of preferred shares |
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
Shares used in diluted computation |
|
|
20,251 |
|
|
|
20,162 |
|
|
|
20,232 |
|
|
|
20,133 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.75 |
|
|
$ |
0.62 |
|
Diluted |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.75 |
|
|
$ |
0.62 |
|
|
X |
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v3.3.1.900
Fair Value (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Fair Value Disclosures [Abstract] |
|
Schedule of assets and liabilities measured at fair value |
|
|
|
|
|
Fair Value Measurement at December 31, 2015 Using |
|
|
|
|
|
|
Quoted Prices |
|
|
Significant |
|
|
|
|
|
|
|
|
|
in Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
2015 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - money market funds |
|
$ |
47,129 |
|
|
$ |
47,129 |
|
|
$ |
- |
|
|
$ |
- |
|
Short term investments - bond mutual funds |
|
|
15,608 |
|
|
|
15,608 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
62,737 |
|
|
$ |
62,737 |
|
|
$ |
- |
|
|
$ |
- |
|
|
X |
- DefinitionTabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.
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v3.3.1.900
Changes in Stockholders' Equity and Comprehensive Income (Loss) (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] |
|
Schedule of changes in stockholders' equity |
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance at March 31, 2015: |
|
$ |
3,117 |
|
|
$ |
72,343 |
|
|
$ |
(54 |
) |
Share based compensation |
|
|
1,189 |
|
|
|
- |
|
|
|
- |
|
Dividends declared |
|
|
- |
|
|
|
(10,957 |
) |
|
|
- |
|
Tax adjustment related to restricted stock |
|
|
92 |
|
|
|
- |
|
|
|
- |
|
Net income |
|
|
- |
|
|
|
15,149 |
|
|
|
- |
|
Net change in unrealized loss on short term investments |
|
|
- |
|
|
|
- |
|
|
|
(33 |
) |
Ending balance at December 31, 2015: |
|
$ |
4,398 |
|
|
$ |
76,535 |
|
|
$ |
(87 |
) |
|
X |
- DefinitionTabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented.
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- DefinitionAmount of investment in debt and equity securities categorized neither as trading securities nor held-to-maturity securities and intended be sold or mature one year or operating cycle, if longer.
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v3.3.1.900
Net Income Per Share - Reconciliation of the numerators and denominators of the basic and diluted net income per share computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Net income (numerator): |
|
|
|
|
Net income (in dollars) |
$ 4,890
|
$ 4,797
|
$ 15,149
|
$ 12,502
|
Shares (denominator): |
|
|
|
|
Weighted average number of common shares outstanding used in basic computation |
20,145
|
20,038
|
20,115
|
20,005
|
Common shares issuable upon vesting of restricted stock |
96
|
114
|
107
|
118
|
Common shares issuable upon conversion of preferred shares |
10
|
10
|
10
|
10
|
Shares used in diluted computation |
20,251
|
20,162
|
20,232
|
20,133
|
Net income per common share: |
|
|
|
|
Basic |
$ 0.24
|
$ 0.24
|
$ 0.75
|
$ 0.62
|
Diluted |
$ 0.24
|
$ 0.24
|
$ 0.75
|
$ 0.62
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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Accounting for Stock-Based Compensation (Detail Textuals) - USD ($)
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
Jul. 24, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Restricted stock, amortization period |
|
|
|
3 years
|
|
2006 Employee Equity Compensation Restricted Stock Plan ("Employee Plan") | Restricted Stock |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Restricted common stock, shares issued (in shares) |
|
|
|
808,296
|
|
2006 Outside Director Equity Compensation Restricted Stock Plan ("Director Plan") | Restricted Stock |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Restricted common stock, shares issued (in shares) |
|
|
|
272,000
|
|
Employee and Director Plans | Restricted Stock |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Unrecognized compensation cost of non-vested restricted stock award, period of recognition |
|
|
|
3 years
|
|
Unrecognized compensation cost related to the non-vested restricted stock awards |
|
$ 2,000,000
|
$ 2,400,000
|
$ 2,000,000
|
$ 2,400,000
|
Non-vested restricted stock shares outstanding |
|
182,000
|
225,000
|
182,000
|
225,000
|
Employee and Director Plans | Restricted Stock | General and administrative expense |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Compensation expense |
|
$ 411,000
|
$ 365,000
|
$ 1,200,000
|
$ 1,100,000
|
2015 Outside Director Equity Compensation Restricted Stock Plan ("2015 Director Plan) | Common stock |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Number of common shares authorized to issue under the plan |
400,000
|
|
|
|
|
Percentage of automatic increase in the amount of shares available for issuance |
10.00%
|
|
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v3.3.1.900
Fair Value - Assets and liabilities measured at fair value (Details) $ in Thousands |
Dec. 31, 2015
USD ($)
|
Estimate of Fair Value |
|
Assets: |
|
Cash and cash equivalents - money market funds |
$ 47,129
|
Short term investments - bond mutual funds |
15,608
|
Assets, Fair Value Disclosure |
62,737
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
|
Assets: |
|
Cash and cash equivalents - money market funds |
47,129
|
Short term investments - bond mutual funds |
15,608
|
Assets, Fair Value Disclosure |
$ 62,737
|
Significant Other Observable Inputs (Level 2) |
|
Assets: |
|
Cash and cash equivalents - money market funds |
|
Short term investments - bond mutual funds |
|
Assets, Fair Value Disclosure |
|
Significant Unobservable Inputs (Level 3) |
|
Assets: |
|
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|
Short term investments - bond mutual funds |
|
Assets, Fair Value Disclosure |
|
X |
- DefinitionFair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
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v3.3.1.900
Changes in Stockholders' Equity and Comprehensive Income (Loss)- Summary of Changes in stockholders' equity (Details) - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
Beginning balance |
|
|
$ 75,435
|
|
Net income |
$ 4,890
|
$ 4,797
|
15,149
|
$ 12,502
|
Net change in unrealized gain (loss) on short term investments |
(14)
|
$ (20)
|
(33)
|
$ (13)
|
Ending balance |
80,875
|
|
80,875
|
|
Additional Paid-In Capital |
|
|
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
Beginning balance |
|
|
3,117
|
|
Share based compensation |
|
|
$ 1,189
|
|
Dividends declared |
|
|
|
|
Tax adjustment related to restricted stock |
|
|
$ 92
|
|
Net income |
|
|
|
|
Net change in unrealized gain (loss) on short term investments |
|
|
|
|
Ending balance |
4,398
|
|
$ 4,398
|
|
Retained Earnings |
|
|
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
Beginning balance |
|
|
$ 72,343
|
|
Share based compensation |
|
|
|
|
Dividends declared |
|
|
$ (10,957)
|
|
Tax adjustment related to restricted stock |
|
|
|
|
Net income |
|
|
$ 15,149
|
|
Net change in unrealized gain (loss) on short term investments |
|
|
|
|
Ending balance |
76,535
|
|
$ 76,535
|
|
Accumulated Other Comprehensive Loss |
|
|
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
Beginning balance |
|
|
$ (54)
|
|
Share based compensation |
|
|
|
|
Dividends declared |
|
|
|
|
Tax adjustment related to restricted stock |
|
|
|
|
Net income |
|
|
|
|
Net change in unrealized gain (loss) on short term investments |
|
|
$ (33)
|
|
Ending balance |
$ (87)
|
|
$ (87)
|
|
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v3.3.1.900
Subsequent Events (Detail Textuals) $ / shares in Units, $ in Millions |
1 Months Ended |
|
|
Jan. 25, 2016
USD ($)
$ / shares
|
Jan. 19, 2016
USD ($)
ft²
|
Dec. 22, 2015
USD ($)
a
|
Subsequent Event [Line Items] |
|
|
|
Business Acquisition, Transaction Costs |
|
|
$ 18.5
|
Area of Real Estate Property | a |
|
|
14.6
|
Subsequent Event |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Business Acquisition, Transaction Costs |
|
$ 18.5
|
|
Area of Real Estate Property | ft² |
|
97,000
|
|
Subsequent Event | Dividend Declared |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Quarterly dividend declared (in dollars per share) | $ / shares |
$ 0.18
|
|
|
Dividends payable, date declared |
Jan. 25, 2016
|
|
|
Record date for dividend payable |
Feb. 08, 2016
|
|
|
Payment date for dividend |
Feb. 19, 2016
|
|
|
Dividends payable |
$ 3.7
|
|
|
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