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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 3, 2023 (August 2, 2023)
 
 
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-35608
 
45-5034161
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
 
(303) 986-4600
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
 
NGVC
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 2.02         Results of Operations and Financial Condition.
 
On August 3, 2023, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 5.02         Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
On August 2, 2023, the Company’s Board of Directors (the “Board”) unanimously approved the creation of a new Class II board seat and the election of Sandra Buffa as a Class II director to serve an initial term expiring at the Company’s 2026 annual meeting of stockholders. Following Ms. Buffa’s election to the Board, the Board is comprised of eight directors, of which four are independent directors. Ms. Buffa, who served as the Company’s Chief Financial Officer from 2008 until her retirement in December 2017, was also appointed to serve as a member of the Board’s Audit Committee. Prior to her role with the Company, Ms. Buffa previously served as Chief Financial Officer at QCE, LLC, the parent company of the Quizno’s restaurant chain, as Senior Vice President, Chief Financial Officer and Treasurer of Mrs. Fields’ Original Cookies, Inc., and as President and Chief Operating Officer of Crabtree & Evelyn, Ltd. Ms. Buffa began her career with PricewaterhouseCoopers, including as a senior audit manager. Ms. Buffa is a Certified Public Accountant.
 
As an independent director, Ms. Buffa will receive cash and equity compensation pursuant to the Company’s standard compensation arrangements for non-employee directors. Ms. Buffa will receive a base annual retainer of $40,000 in cash and an additional annual retainer of $5,000 in cash as a member of the Audit Committee. She will also receive an annual restricted stock unit award valued at $60,000, vesting on the first anniversary of each grant date, including an initial pro-rated equity award of $35,000 vesting on March 1, 2024. Ms. Buffa will enter into the Company’s standard indemnification agreement. There is no arrangement or understanding between Ms. Buffa and any other person pursuant to which she was elected as a director and there are no transactions involving Ms. Buffa requiring disclosure under Item 404(a) of Regulation S‑K.
 
On August 3, 2023, the Company issued a press release regarding Ms. Buffa’s election. The press release is attached as Exhibit 99.2 to this Current Report. Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
 
Item 7.01         Regulation FD Disclosure.
 
On August 3, 2023, the Company issued a press release regarding Ms. Buffa’s election. A copy of the press release is furnished herewith as Exhibit 99.2. Exhibit 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Additionally, the information contained in Exhibit 99.2 shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)         Exhibits.
 
Exhibit No.
 
Description
99.1
 
99.2
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 


 
SIGNATURE
 
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 hereunto duly authorized.
 
Dated: August 3, 2023
 
Natural Grocers by Vitamin Cottage, Inc.
   
 
By:
/s/ Kemper Isely
 
Name:
Kemper Isely
 
Title:
Co-President
 
 
 
 
EX-99.1 2 ex_553387.htm EXHIBIT 99.1 ex_553387.htm

Exhibit 99.1

ex_553387img001.jpg

Natural Grocers by Vitamin Cottage Announces Third Quarter Fiscal 2023 Results

 

 

Lakewood, Colorado, August 3, 2023. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced results for its third quarter of fiscal 2023 ended June 30, 2023 and raised its outlook for fiscal 2023.

 

Highlights for Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

 

Net sales increased 5.8% to $281.8 million;

 

Daily average comparable store sales increased 4.4%, and increased 6.9% on a two-year basis;

 

Operating income increased 60.8% to $9.1 million;

 

Net income increased 79.8% to $7.1 million;

 

Diluted earnings per share was $0.31, up 82.4% from $0.17 in the third quarter of fiscal 2022; and

 

Adjusted EBITDA was $16.7 million.

 

“We delivered strong results in the third quarter reflecting continued top-line momentum as comparable store sales accelerated to 4.4% including a 1.9% increase in daily average transaction count. Moreover, strength was broad-based across categories,” said Kemper Isely, Co-President. “Growth continues to be driven by a loyal and resilient customer base that prioritizes our offering of high-quality natural and organic products at Always AffordableSM prices. We believe the enduring strength of our business model is further reflected in the 19.1% increase in daily average comparable store sales compared to the third quarter of 2019. Our crew members’ commitment to operational excellence and exceptional customer service was instrumental in driving our strong sales results, as well as our 130 basis point improvement in gross margin and 82.4% growth in diluted earnings per share to $0.31.”

 

Mr. Isely continued, “We are confident in our execution and the trajectory of our business. We are increasing our outlook for comparable store sales and diluted earnings per share for fiscal year 2023 to reflect the strong results in the third quarter.”

 

In addition to presenting the financial results of Natural Grocers by Vitamin Cottage, Inc. and its subsidiaries (collectively, the Company) in conformity with U.S. generally accepted accounting principles (GAAP), the Company is also presenting EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The reconciliation from GAAP to these non-GAAP financial measures is provided at the end of this earnings release.

 

Operating Results — Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

 

During the third quarter of fiscal 2023, net sales increased $15.5 million, or 5.8%, to $281.8 million, compared to the third quarter of fiscal 2022, due to an $11.7 million increase in comparable store sales and a $3.8 million increase in new store sales. Daily average comparable store sales increased 4.4% in the third quarter of fiscal 2023, comprised of a 2.4% increase in daily average transaction size and a 1.9% increase in daily average transaction count. The increase in net sales was driven by transaction count, retail price increases, new store sales, and marketing initiatives including market-specific campaigns and {N}power® loyalty program offers that drove customer engagement.

 

Gross profit during the third quarter of fiscal 2023 increased $7.8 million, or 10.6%, to $81.4 million, compared to $73.6 million in the third quarter of fiscal 2022. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased 130 basis points to 28.9% during the third quarter of fiscal 2023, compared to 27.6% in the third quarter of fiscal 2022. The increase in gross margin was driven by higher product margin attributed to effective pricing and promotions.

 

Store expenses during the third quarter of fiscal 2023 increased $2.5 million, or 4.2%, to $62.6 million. Store expenses as a percentage of net sales were 22.2% during the third quarter of fiscal 2023, down from 22.6% in the third quarter of fiscal 2022. The decrease in store expenses as a percentage of net sales was primarily driven by expense leverage on sales, partially offset by higher labor expense as a result of increased wage rates.

 

Administrative expenses during the third quarter of fiscal 2023 increased $1.8 million, or 24.8%, to $9.3 million, primarily driven by higher compensation expense, software expense and technology amortization. Administrative expenses as a percentage of net sales were 3.3% and 2.8% for the third quarters of fiscal 2023 and 2022, respectively.

 







 

 

Operating income for the third quarter of fiscal 2023 was $9.1 million, compared to $5.7 million in the third quarter of fiscal 2022. Operating margin during the third quarter of fiscal 2023 was 3.2%, compared to 2.1% in the third quarter of fiscal 2022.

 

The effective income tax rate was 14.1% and 22.1% for the third quarter of fiscal 2023 and 2022, respectively. The decrease in the effective income tax rate was primarily attributable to increased food donation deductions recorded during the third quarter of fiscal 2023.

 

Net income for the third quarter of fiscal 2023 was $7.1 million, or $0.31 diluted earnings per share, compared to net income of $3.9 million, or $0.17 diluted earnings per share, for the third quarter of fiscal 2022.

 

Adjusted EBITDA for the third quarter of fiscal 2023 increased 28.2% to $16.7 million, compared to $13.0 million in the third quarter of fiscal 2022.

 

Operating Results — First Nine Months Fiscal 2023 Compared to First Nine Months Fiscal 2022

 

During the first nine months of fiscal 2023, net sales increased $30.1 million, or 3.7%, to $845.5 million, compared to the first nine months of fiscal 2022, due to a $20.4 million increase in comparable store sales and an $11.5 million increase in new store sales, partially offset by a $1.8 million decrease in net sales related to store closures. Daily average comparable store sales increased 2.5% in the first nine months of fiscal 2023, and was comprised of a 1.4% increase in daily average transaction size and a 1.1% increase in daily average transaction count. The increase in net sales was primarily driven by transaction count, retail price increases, new store sales and marketing initiatives, partially offset by a moderation of the pandemic trends experienced in the first six months of fiscal 2022.

 

Gross profit during the first nine months of fiscal 2023 increased $13.5 million, or 5.9%, to $242.6 million. Gross profit reflects earnings after product and occupancy expenses. Gross margin increased to 28.7% during the first nine months of fiscal 2023, compared to 28.1% in the first nine months of fiscal 2022. The increase in gross margin was driven by higher product margin partially offset by higher shrink expense.

 

Store expenses during the first nine months of fiscal 2023 increased $12.4 million, or 6.9%, to $191.4 million. Store expenses as a percentage of net sales were 22.6% during the first nine months of fiscal 2023, up from 22.0% in the first nine months of fiscal 2022. The increase in store expenses as a percentage of net sales reflects higher labor expense as a result of increased wage rates and an impairment charge related to a store closure.

 

Administrative expenses during the first nine months of fiscal 2023 increased $3.2 million, or 14.1%, to $26.2 million. The increase in administrative expenses was primarily driven by higher compensation expense, technology amortization and software expense. Administrative expenses as a percentage of net sales were 3.1% during the first nine months of fiscal 2023, up from 2.8% in the first nine months of fiscal 2022.

 

Operating income for the first nine months of fiscal 2023 was $23.9 million, compared to $26.5 million in the first nine months of fiscal 2022. Operating margin during the first nine months of fiscal 2023 was 2.8%, compared to 3.3% in the first nine months of fiscal 2022.

 

The effective income tax rate was 19.1% and 22.7% for the nine months of fiscal 2023 and 2022, respectively. The decrease in the effective income tax rate was primarily attributable to increased food donation deductions recorded during the third quarter of fiscal 2023.

 

Net income for the first nine months of fiscal 2023 was $17.4 million, or $0.76 diluted earnings per share, compared to net income of $19.2 million, or $0.84 diluted earnings per share for the first nine months of fiscal 2022.

 

Adjusted EBITDA for the first nine months of fiscal 2023 was $47.3 million, compared to $48.6 million in the first nine months of fiscal 2022.

 

Balance Sheet and Cash Flow

 

As of June 30, 2023, the Company had $8.6 million in cash and cash equivalents, no outstanding borrowings on its $50.0 million revolving credit facility, and $9.7 million outstanding on its term loan facility.

 

During the first nine months of fiscal 2023, the Company generated $36.2 million in cash from operations and invested $24.3 million in net capital expenditures, primarily for new and relocated stores.

 

2

 

Dividend Announcement

 

Today, the Company announced the declaration of a quarterly cash dividend of $0.10 per common share. The dividend will be paid on September 13, 2023 to stockholders of record at the close of business on August 28, 2023.

 

Growth and Development

 

The Company ended the third quarter of fiscal 2023 with 164 stores in 21 states. As of August 3, 2023, the Company has signed leases for an additional five new stores planned to open in fiscal years 2023 and beyond.

 

Fiscal 2023 Outlook

 

The Company is raising its fiscal 2023 outlook for comparable store sales and diluted earnings per share based upon year-to-date performance and current trends. The Company is also refining its outlook for the number of new stores and relocations/remodels. The outlook reflects recent results, current operating trends, consumer trends, and the uncertainty of the economic environment, including inflationary factors. The Company now expects:

 

   

Fiscal
2023 Outlook

 

Number of new stores

    4  

Number of relocations/remodels

    3  

Daily average comparable store sales growth

    2.0% to 3.0 %

Diluted earnings per share

 

$0.86 to $0.94

 
         

Capital expenditures (in millions)

 

$28 to $35

 

 

 

Earnings Conference Call

 

The Company will host a conference call today at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) to discuss this earnings release. The dial-in number is 1-888-347-6606 (US) or 1-412-902-4289 (International). The conference ID is “Natural Grocers Q3 FY 2023 Earnings Call.” A simultaneous audio webcast will be available at http://Investors.NaturalGrocers.com and archived for a minimum of 20 days.

 

About Natural Grocers by Vitamin Cottage

 

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 164 stores in 21 states.

 

Visit www.NaturalGrocers.com for more information and store locations.

 

Forward-Looking Statements

 

The following constitutes a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, statements in this release are "forward-looking statements" and are based on management’s current expectations and are subject to uncertainty and changes in circumstances. All statements that are not statements of historical fact are forward-looking statements. Actual results could differ materially from these expectations due to changes in global, national, regional or local political, economic, inflationary, deflationary, recessionary, business, interest rates, labor market, competitive, market, regulatory and other factors, and other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the Form 10-K) and the Company's subsequent quarterly reports on Form 10-Q. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to publicly update forward-looking statements, except as may be required by the securities laws.

 

For further information regarding risks and uncertainties associated with the Company's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Form 10-K and the Company's subsequent quarterly reports on Form 10-Q, copies of which may be obtained by contacting Investor Relations at 303-986-4600 or by visiting the Company's website at http://Investors.NaturalGrocers.com.

 

Investor Contact:

 

Reed Anderson, ICR, 646-277-1260, reed.anderson@icrinc.com

 

3

 

 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

Consolidated Statements of Income

(Unaudited)

(Dollars in thousands, except per share data)

 

   

Three months ended
June 30,

   

Nine months ended
June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net sales

  $ 281,791       266,309       845,493       815,419  

Cost of goods sold and occupancy costs

    200,401       192,750       602,907       586,341  

Gross profit

    81,390       73,559       242,586       229,078  

Store expenses

    62,631       60,124       191,419       179,065  

Administrative expenses

    9,308       7,459       26,166       22,924  

Pre-opening expenses

    367       325       1,069       550  

Operating income

    9,084       5,651       23,932       26,539  

Interest expense, net

    (848

)

    (603

)

    (2,478

)

    (1,692

)

Income before income taxes

    8,236       5,048       21,454       24,847  

Provision for income taxes

    (1,164

)

    (1,115

)

    (4,091

)

    (5,642

)

Net income

  $ 7,072       3,933       17,363       19,205  
                                 

Net income per share of common stock:

                               

Basic

  $ 0.31       0.17       0.76       0.85  

Diluted

  $ 0.31       0.17       0.76       0.84  

Weighted average number of shares of common stock outstanding:

                               

Basic

    22,734,375       22,676,882       22,722,712       22,659,042  

Diluted

    22,887,923       22,854,754       22,825,343       22,812,692  

 

4

 

 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except per share data)

 

   

June 30,

2023

   

September 30,

2022

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 8,576       12,039  

Accounts receivable, net

    8,873       10,496  

Merchandise inventory

    116,709       113,756  

Prepaid expenses and other current assets

    6,071       4,369  

Total current assets

    140,229       140,660  

Property and equipment, net

    162,312       157,179  

Other assets:

               

Operating lease assets, net

    292,779       307,132  

Finance lease assets, net

    46,236       43,554  

Deposits and other assets

    406       452  

Goodwill and other intangible assets, net

    14,134       14,131  

Total other assets

    353,555       365,269  

Total assets

  $ 656,096       663,108  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities:

               

Accounts payable

  $ 72,755       71,283  

Accrued expenses

    22,938       26,737  

Term loan facility, current portion

    1,750       1,750  

Operating lease obligations, current portion

    34,839       34,735  

Finance lease obligations, current portion

    3,552       3,223  

Total current liabilities

    135,834       137,728  

Long-term liabilities:

               

Term loan facility, net of current portion

    7,938       13,938  

Operating lease obligations, net of current portion

    281,189       295,064  

Finance lease obligations, net of current portion

    48,066       44,664  

Deferred income tax liabilities, net

    16,133       15,902  

Total long-term liabilities

    353,326       369,568  

Total liabilities

    489,160       507,296  

Stockholders’ equity:

               

Common stock, $0.001 par value, 50,000,000 shares authorized, 22,743,895 and 22,690,188 shares issued at June 30, 2023 and September 30, 2022, respectively, and 22,736,344 and 22,690,188 shares outstanding at June 30, 2023 and September 30, 2022, respectively

    23       23  

Additional paid-in capital

    58,725       58,072  

Retained earnings

    108,264       97,717  

Common stock in treasury at cost, 7,551 shares at June 30, 2023

    (76

)

     

Total stockholders’ equity

    166,936       155,812  

Total liabilities and stockholders’ equity

  $ 656,096       663,108  

 

5

 

 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

   

Nine months ended June 30,

 
   

2023

   

2022

 

Operating activities:

               

Net income

  $ 17,363       19,205  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    21,426       21,088  

Impairment of long-lived assets

    930       95  

Loss on disposal of property and equipment

    104       57  

Share-based compensation

    1,046       887  

Deferred income tax expense

    231       274  

Non-cash interest expense

    14       17  

Changes in operating assets and liabilities:

               

Decrease (increase) in:

               

Accounts receivable, net

    2,188       (298

)

Merchandise inventory

    (2,953

)

    (10,783

)

Prepaid expenses and other assets

    (569

)

    (1,088

)

Income tax receivable

    (1,111

)

    (328

)

Operating lease assets

    24,730       23,795  

(Decrease) increase in:

               

Operating lease liabilities

    (25,643

)

    (20,974

)

Accounts payable

    2,202       1,696  

Accrued expenses

    (3,799

)

    (4,138

)

Net cash provided by operating activities

    36,159       29,505  

Investing activities:

               

Acquisition of property and equipment

    (23,241

)

    (15,925

)

Acquisition of other intangibles

    (1,133

)

    (2,293

)

Proceeds from sale of property and equipment

    76       16  

Proceeds from property insurance settlements

          184  

Net cash used in investing activities

    (24,298

)

    (18,018

)

Financing activities:

               

Borrowings under revolving facility

    379,700       6,100  

Repayments under revolving facility

    (379,700

)

    (6,100

)

Repayments under term loan facility

    (6,000

)

    (6,000

)

Finance lease obligation payments

    (2,039

)

    (2,059

)

Dividends to shareholders

    (6,816

)

    (6,797

)

Repurchase of common stock

    (181

)

     

Payments on withholding tax for restricted stock unit vesting

    (288

)

    (393

)

Net cash used in financing activities

    (15,324

)

    (15,249

)

Net decrease in cash and cash equivalents

    (3,463

)

    (3,762

)

Cash and cash equivalents, beginning of period

    12,039       23,678  

Cash and cash equivalents, end of period

  $ 8,576       19,916  

Supplemental disclosures of cash flow information:

               

Cash paid for interest

  $ 933       418  

Cash paid for interest on finance lease obligations, net of capitalized interest of $183 and $222, respectively

    1,542       1,340  

Income taxes paid

    5,006       5,315  

Supplemental disclosures of non-cash investing and financing activities:

               

Acquisition of property and equipment not yet paid

  $ 6,246       3,642  

Acquisition of other intangibles not yet paid

          231  

Property acquired through operating lease obligations

    11,307       19,645  

Property acquired through finance lease obligations

    5,771       9,726  

 

6

 

 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

 

Non-GAAP Financial Measures

(Unaudited)

 

EBITDA and Adjusted EBITDA

 

EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP. We define EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA as adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance, including certain items such as impairment charges, store closing costs, share-based compensation and non-recurring items.

 

The following table reconciles net income to EBITDA and Adjusted EBITDA, dollars in thousands:

 

   

Three months ended
June 30,

   

Nine months ended
June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net income

  $ 7,072       3,933       17,363       19,205  

Interest expense, net

    848       603       2,478       1,692  

Provision for income taxes

    1,164       1,115       4,091       5,642  

Depreciation and amortization

    7,210       7,068       21,426       21,088  

EBITDA

    16,294       12,719       45,358       47,627  

Impairment of long-lived assets

    59             930       95  

Share-based compensation

    333       297       1,046       887  

Adjusted EBITDA

  $ 16,686       13,016       47,334       48,609  

 

EBITDA increased 28.1% to $16.3 million for the three months ended June 30, 2023 compared to $12.7 million for the three months ended June 30, 2022. EBITDA decreased 4.8% to $45.4 million for the nine months ended June 30, 2023 compared to $47.6 million for the nine months ended June 30, 2022. EBITDA as a percentage of net sales was 5.8% and 4.8% for the three months ended June 30, 2023 and 2022, respectively. EBITDA as a percentage of net sales was 5.4% and 5.8% for the nine months ended June 30, 2023 and 2022, respectively.

 

Adjusted EBITDA increased 28.2% to $16.7 million for the three months ended June 30, 2023 compared to $13.0 million for the three months ended June 30, 2022. Adjusted EBITDA decreased 2.6% to $47.3 million for the nine months ended June 30, 2023 compared to $48.6 million for the nine months ended June 30, 2022. Adjusted EBITDA as a percentage of net sales was 5.9% and 4.9% for the three months ended June 30, 2023 and 2022, respectively. Adjusted EBITDA as a percentage of net sales was 5.6% and 6.0% for the nine months ended June 30, 2023 and 2022, respectively.

 

Management believes some investors’ understanding of our performance is enhanced by including EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe EBITDA and Adjusted EBITDA provide additional information about: (i) our operating performance, because they assist us in comparing the operating performance of our stores on a consistent basis, as they remove the impact of non-cash depreciation and amortization expense as well as items not directly resulting from our core operations, such as interest expense and income taxes and (ii) our performance and the effectiveness of our operational strategies. Additionally, EBITDA is a component of a measure in our financial covenants under our credit facility.

 

Furthermore, management believes some investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate the overall operating performance of companies in our industry. Management believes that some investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. By providing these non-GAAP financial measures, together with a reconciliation from net income, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

 

7

 

Our competitors may define EBITDA and Adjusted EBITDA differently, and as a result, our measures of EBITDA and Adjusted EBITDA may not be directly comparable to EBITDA and Adjusted EBITDA of other companies. Items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. EBITDA and Adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered in isolation or as an alternative to, or substitute for, net income or other financial statement data presented in the consolidated financial statements as indicators of financial performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

 

 

EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

 

 

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

 

 

EBITDA and Adjusted EBITDA do not reflect any depreciation or interest expense for leases classified as finance leases;

 

 

EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

 

 

Adjusted EBITDA does not reflect share-based compensation, impairment charges, and store closing costs;

 

 

EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and

 

 

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

 

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA as supplemental information.

 

8
EX-99.2 3 ex_553388.htm EXHIBIT 99.2 ex_553388.htm

Exhibit 99.2

 

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Natural Grocers by Vitamin Cottage, Inc. Announces Election of New Director

 

Lakewood, Colorado, August 3, 2023. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced that Sandra Buffa was unanimously elected to the company’s board of directors on August 2, 2023 to fill a newly created Class II board seat. Ms. Buffa will serve an initial term expiring at the company’s 2026 annual meeting of stockholders. Following Ms. Buffa’s election to the Board, the Board is comprised of eight directors, of which four are independent directors. Ms. Buffa, who served as the Company’s Chief Financial Officer until her retirement in December 2017, was also appointed to serve as a member of the Board’s Audit Committee.

 

"Sandra’s addition to our board reflects our commitment to board refreshment and will ensure that we have the right combination of experience, expertise and diversity to provide strong board leadership and oversight,” said Kemper Isely, Natural Grocers’ Co-President and Chairman. “We believe her extensive retail industry experience and direct knowledge of our company will be a significant asset to our board as we continue to enhance shareholder value by executing to our founding principles.”

 

Ms. Buffa served as Chief Financial Officer of Natural Grocers from 2008 to 2017. Prior to her role with Natural Grocers, Ms. Buffa previously served as Chief Financial Officer at QCE, LLC, the parent company of the Quizno’s restaurant chain, as Senior Vice President, Chief Financial Officer and Treasurer of Mrs. Fields’ Original Cookies, Inc., and as President and Chief Operating Officer of Crabtree & Evelyn, Ltd. Ms. Buffa began her career with PricewaterhouseCoopers, including as a senior audit manager. Ms. Buffa is a Certified Public Accountant.

 

About Natural Grocers by Vitamin Cottage

 

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean, and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 164 stores in 21 states.

 

Visit www.NaturalGrocers.com for more information and store locations.

 

Forward-Looking Statements

 

The following constitutes a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, statements in this release are “forward-looking statements” and are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially as a result of risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the Form 10‑K) and in the Company’s subsequent quarterly reports on Form 10-Q. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to update forward-looking statements, except as may be required by the securities laws. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Form 10-K and the Company’s subsequent quarterly reports on Form 10-Q, copies of which may be obtained by contacting Investor Relations at 303-986-4600 or by visiting the Company’s website at http://Investors.NaturalGrocers.com.

 

Investor Contact:

 

Reed Anderson, ICR, 646-277-1260, reed.anderson@icrinc.com