UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-35608

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-5034161
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12612 West Alameda Parkway	80228
Lakewood, Colorado (Address of principal executive offices)	(Zip code)

(303) 986-4600

(Registrant’s telephone number, including area code)

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 (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non –accelerated filer ☐	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of August 5, 2024 was 22,793,593.

Natural Grocers by Vitamin Cottage, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2024

Table of Contents

		Page Number
	PART I. Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023 (unaudited)	4
	Consolidated Statements of Income for the three and nine months ended June 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended June 30, 2024 and 2023 (unaudited)	7
	Notes to Unaudited Interim Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
	PART II. Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 6.	Exhibits	31
SIGNATURES		32

2

Except where the context otherwise requires or where otherwise indicated: (i) all references herein to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Natural Grocers’’ and the “Company’’ refer collectively to Natural Grocers by Vitamin Cottage, Inc. and its consolidated subsidiaries and (ii) all references to a “fiscal year” refer to a year beginning on October 1 of the previous year and ending on September 30 of such year (for example, “fiscal year 2024” refers to the year from October 1, 2023 to September 30, 2024).

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Form 10-Q) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in addition to historical information. These forward-looking statements are included throughout this Form 10-Q, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements that are not statements of historical fact, including those that relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, future growth, pending legal proceedings and other financial and operating information, are forward looking statements. We may use the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “target” and similar terms and phrases to identify forward-looking statements in this Form 10-Q.

The forward-looking statements contained in this Form 10-Q are based on management’s current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, national, regional or local political, economic, inflationary, deflationary, recessionary, business, interest rate, labor market, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include those referenced in Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the Form 10-K). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this Form 10-Q speaks only as of the date of this report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws. You are advised, however, to consult any disclosures we may make in our future reports filed with the Securities and Exchange Commission (the SEC). Our reports and other filings with the SEC are available at the SEC’s website at www.sec.gov. Our reports and other filings with the SEC are also available, free of charge, through our website at www.naturalgrocers.com.

3

PART I. Financial Information

Item 1. Financial Statements

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except per share data)

	June 30, 2024		September 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	13,915		18,342
Accounts receivable, net		8,921		10,797
Merchandise inventory		117,337		119,260
Prepaid expenses and other current assets		5,026		4,151
Total current assets		145,199		152,550
Property and equipment, net		178,219		169,060
Other assets:
Operating lease assets, net		275,070		287,941
Finance lease assets, net		41,830		45,110
Deposits and other assets		277		395
Goodwill and other intangible assets, net		13,791		14,129
Total other assets		330,968		347,575
Total assets	$	654,386		669,185
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	79,310		80,675
Accrued expenses		30,660		33,064
Term loan facility, current portion		1,687		1,750
Operating lease obligations, current portion		35,954		34,850
Finance lease obligations, current portion		3,909		3,690
Total current liabilities		151,520		154,029
Long-term liabilities:
Term loan facility, net of current portion		—		5,938
Revolving facility		16,600		—
Operating lease obligations, net of current portion		262,331		276,808
Finance lease obligations, net of current portion		44,225		47,142
Deferred income tax liabilities, net		11,908		14,427
Total long-term liabilities		335,064		344,315
Total liabilities		486,584		498,344
Commitments (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value, 50,000,000 shares authorized, 22,793,593 and 22,745,412 shares issued at June 30, 2024 and September 30, 2023, respectively, and 22,793,593 and 22,738,915 shares outstanding at June 30, 2024 and September 30, 2023, respectively		23		23
Additional paid-in capital		60,604		59,013
Retained earnings		107,175		111,871
Common stock in treasury at cost, 6,497 shares at September 30, 2023		—		(66	)
Total stockholders’ equity		167,802		170,841
Total liabilities and stockholders’ equity	$	654,386		669,185

See accompanying notes to unaudited interim consolidated financial statements.

4

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,
	2024			2023			2024			2023
Net sales	$	309,082			281,791			918,924			845,493
Cost of goods sold and occupancy costs		218,751			200,401			649,476			602,907
Gross profit		90,331			81,390			269,448			242,586
Store expenses		67,575			62,631			204,791			191,419
Administrative expenses		9,545			9,308			28,474			26,166
Pre-opening expenses		364			367			1,272			1,069
Operating income		12,847			9,084			34,911			23,932
Interest expense, net		(1,052	)		(848	)		(3,123	)		(2,478	)
Income before income taxes		11,795			8,236			31,788			21,454
Provision for income taxes		(2,586	)		(1,164	)		(6,863	)		(4,091	)
Net income	$	9,209			7,072			24,925			17,363
Net income per share of common stock:
Basic	$	0.40			0.31			1.09			0.76
Diluted	$	0.40			0.31			1.08			0.76
Weighted average number of shares of common stock outstanding:
Basic		22,789,057			22,734,375			22,766,516			22,722,712
Diluted		23,115,356			22,887,923			23,052,044			22,825,343

See accompanying notes to unaudited interim consolidated financial statements.

5

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Nine months ended June 30,
	2024			2023
Operating activities:
Net income	$	24,925			17,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,998			21,426
Loss on impairment of long-lived assets and store closures		390			930
Loss on disposal of property and equipment		10			104
Share-based compensation		1,900			1,046
Deferred income tax (benefit) expense		(2,519	)		231
Non-cash interest expense		14			14
Other		(160	)		—
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		1,318			2,188
Merchandise inventory		1,923			(2,953	)
Prepaid expenses and other assets		(1,009	)		(569	)
Income tax receivable		252			(1,111	)
Operating lease assets		25,005			24,730
(Decrease) increase in:
Operating lease liabilities		(25,386	)		(25,643	)
Accounts payable		2,023			2,202
Accrued expenses		(2,404	)		(3,799	)
Net cash provided by operating activities		49,280			36,159
Investing activities:
Acquisition of property and equipment		(31,016	)		(23,241	)
Acquisition of other intangibles		(839	)		(1,133	)
Proceeds from sale of property and equipment		3			76
Proceeds from property insurance settlements		44			—
Net cash used in investing activities		(31,808	)		(24,298	)
Financing activities:
Borrowings under revolving facility		455,300			379,700
Repayments under revolving facility		(438,700	)		(379,700	)
Repayments under term loan facility		(6,000	)		(6,000	)
Finance lease obligation payments		(2,653	)		(2,039	)
Dividends to stockholders		(29,585	)		(6,816	)
Payments of deferred financing costs		(18	)		—
Repurchase of common stock		—			(181	)
Payments on withholding tax for restricted stock unit vesting		(243	)		(288	)
Net cash used in financing activities		(21,899	)		(15,324	)
Net decrease in cash and cash equivalents		(4,427	)		(3,463	)
Cash and cash equivalents, beginning of period		18,342			12,039
Cash and cash equivalents, end of period	$	13,915			8,576
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,630			933
Cash paid for interest on finance lease obligations, net of capitalized interest of $302 and $183, respectively		1,422			1,542
Income taxes paid		8,264			5,006
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property and equipment not yet paid	$	2,578			6,246
Acquisition of other intangibles not yet paid		51			—
Property acquired through operating lease obligations		13,073			11,307
Property acquired through finance lease obligations		(45	)		5,771

See accompanying notes to unaudited interim consolidated financial statements.

6

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollars in thousands, except per share data)

	Common stock –
	$0.001 par value				Additional								Total
	Shares outstanding		Amount		paid-in capital		Retained earnings			Treasury stock			stockholders’ equity
Balances September 30, 2023		22,738,915	$	23	$	59,013	$	111,871		$	(66	)	$	170,841
Net income		—		—		—		7,755			—			7,755
Share-based compensation		—		—		262		—			66			328
Issuance of common stock		13,498		—		—		—			—			—
Adoption of accounting standard		—		—		—		(36	)		—			(36	)
Cash dividend		—		—		—		(25,028	)		—			(25,028	)
Balances December 31, 2023		22,752,413		23		59,275		94,562			—			153,860
Net income		—		—		—		7,961			—			7,961
Share-based compensation		—		—		431		—			—			431
Issuance of common stock		19,556		—		—		—			—			—
Cash dividend		—		—		—		(2,278	)		—			(2,278	)
Balances March 31, 2024		22,771,969		23		59,706		100,245			—			159,974
Net income		—		—		—		9,209			—			9,209
Share-based compensation		—		—		898		—			—			898
Issuance of common stock		21,624		—		—		—			—			—
Cash dividend		—		—		—		(2,279	)		—			(2,279	)
Balances June 30, 2024		22,793,593	$	23	$	60,604	$	107,175		$	—		$	167,802

	Common stock –
	$0.001 par value					Additional								Total
	Shares outstanding			Amount		paid-in capital		Retained earnings			Treasury stock			stockholders’ equity
Balances September 30, 2022		22,690,188		$	23	$	58,072	$	97,717		$	—		$	155,812
Net income		—			—		—		4,407			—			4,407
Share-based compensation		—			—		239		—			—			239
Issuance of common stock		22,261			—		—		—			—			—
Cash dividend		—			—		—		(2,272	)		—			(2,272	)
Balances December 31, 2022		22,712,449			23		58,311		99,852			—			158,186
Net income		—			—		—		5,884			—			5,884
Share-based compensation		—			—		208		—			86			294
Issuance of common stock		23,076			—		—		—			—			—
Repurchase of common stock		(8,546	)		—		—		—			(86	)		(86	)
Cash dividend		—			—		—		(2,271	)		—			(2,271	)
Balances March 31, 2023		22,726,979			23		58,519		103,465			—			162,007
Net income		—			—		—		7,072			—			7,072
Share-based compensation		—			—		206		—			19			225
Issuance of common stock		18,817			—		—		—			—			—
Repurchase of common stock		(9,452	)		—		—		—			(95	)		(95	)
Cash dividend		—			—		—		(2,273	)		—			(2,273	)
Balances June 30, 2023		22,736,344		$	23	$	58,725	$	108,264		$	(76	)	$	166,936

See accompanying notes to unaudited interim consolidated financial statements.

7

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Notes to Unaudited Interim Consolidated Financial Statements

June 30, 2024 and 2023

1. Organization

Nature of Business

Natural Grocers by Vitamin Cottage, Inc. (Natural Grocers or the holding company) and its consolidated subsidiaries (collectively, the Company) operate retail stores that specialize in natural and organic groceries, dietary supplements and body care products. The Company operated 168 and 165 stores as of June 30, 2024 and September 30, 2023, respectively, in 21 states. The Company also has a bulk food repackaging facility and distribution center in Golden, Colorado.

2. Basis of Presentation and Summary of Significant Accounting Policies

Consolidated Financial Statements

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial statements and are in the form prescribed by Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The information included in this Form 10-Q should be read in conjunction with Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in the Form 10-K. The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial results. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The Company reports its results of operations on a fiscal year ending September 30.

The accompanying unaudited consolidated financial statements include all the accounts of the holding company’s wholly owned subsidiaries, Vitamin Cottage Natural Food Markets, Inc. (the operating company) and Vitamin Cottage Two Ltd. Liability Company (VC2). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company has one reporting segment: natural and organic retail stores.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management reviews its estimates on an ongoing basis, including those related to valuation of inventories, useful lives of long-lived assets for depreciation and amortization, impairment of finite-lived intangible assets, long-lived assets, and goodwill, lease assumptions, allowances for self-insurance reserves, deferred tax assets and liabilities, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform,” Accounting Standards Codification (ASC) Topic 848, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04), which was subsequently amended by a standard update in December 2022. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. As amended, the guidance only applies to modifications made prior to December 31, 2024. On December 15, 2022, the Company amended the Credit Facility (as defined in Note 5 below) to, among other things, replace the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on the Secured Overnight Financing Rate (SOFR). The Company elected to apply ASU 2020-04’s amendments for contract modifications during the first quarter of the fiscal year ending September 30, 2023.

8

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” ASC Topic 326, “Measurement of Credit Losses on Financial Instruments” (ASU 2016-13), subsequently amended by various standard updates. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when determining credit loss estimates. ASU 2016-13 also requires financial assets to be measured net of expected credit losses at the time of initial recognition. ASU 2019-10, issued in November 2019, delayed the effective date of ASU 2016-13 for smaller reporting companies such as the Company. The Company adopted ASU 2016-13 effective October 1, 2023 by recognizing the cumulative effect of initially applying the new credit loss standard as an adjustment to the opening balance of retained earnings.

Recent Accounting Pronouncements

In March 2023, the FASB issued ASU 2023-01, “Common Control Arrangements,” ASC Topic 842, “Leases” (ASU 2023-01). Issue 1, Terms and Conditions to Be Considered, of ASU 2023-01 is not applicable to public entities. Issue 2, Accounting for Leasehold Improvements, of ASU 2023-01 requires leasehold improvements associated with common control leases to be amortized over the useful life of the improvements and certain disclosures when the useful life of leasehold improvements to the common control group exceeds the related lease term. The provisions of ASU 2023-01, Issue 2, will be effective for the Company’s first quarter of the fiscal year ending September 30, 2025. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures,” ASC Topic 280, “Segment Reporting” (ASU 2023-07). The ASU 2023-07 provisions require enhanced disclosures primarily about significant segment expenses. In addition, the provisions enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The provisions of ASU 2023-07 will be effective for the Company’s fiscal year ending September 30, 2025. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” ASC Topic 740, “Income Taxes” (ASU 2023-09). The ASU 2023-09 provisions require entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items equal to or greater than 5% of the statutory income tax rate amount. ASU 2023-09 also requires that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid. In addition, ASU 2023-09 eliminates some disclosures relating to estimates of the change in unrecognized tax benefits reasonably possible within 12 months. The provisions of ASU 2023-09 will be effective for the Company’s fiscal year ending September 30, 2026. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements.

No other new accounting pronouncements issued or effective during the three months ended June 30, 2024 had, or are expected to have, a material impact on the Company’s consolidated financial statements.

3. Revenue Recognition

The nature of the goods the Company transfers to customers at the point of sale consists of merchandise purchased for resale. In these transactions, the Company acts as a principal and recognizes revenue (net sales) from the sale of goods when control of the promised goods is transferred to the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all the remaining benefits from, the transferred goods.

The Company’s performance obligations are satisfied upon the transfer of goods to the customer (at the point of sale), and payment from the customer is also due at that time. Transaction prices are considered fixed. Discounts provided to customers at the point of sale are recognized as a reduction in revenue as the goods are sold. Revenue excludes sales and usage-based taxes collected.

Proceeds from the sale of the Company’s gift cards are recorded as a liability at the time of sale and recognized as revenue when the gift cards are redeemed by the customer and the performance obligation is satisfied by the Company.

9

The balance of contract liabilities related to unredeemed gift cards was $1.6 million and $1.5 million as of June 30, 2024 and September 30, 2023, respectively. Revenue for the three months ended June 30, 2024 and 2023 includes less than $0.1 million and $0.1 million, respectively, that was included in the contract liability balance of unredeemed gift cards at September 30, 2023 and 2022, respectively. Revenue for each of the nine months ended June 30, 2024 and 2023 includes approximately $0.5 million that was included in the contract liability balance of unredeemed gift cards at September 30, 2023 and 2022, respectively.

Rewards program points are accrued as deferred revenue at the retail value per point, net of estimated breakage based on historical redemption rates experienced within the rewards program. Rewards points are forfeited at the end of each calendar year.

The following table disaggregates the Company’s revenue by product category for the three and nine months ended June 30, 2024 and 2023, dollars in thousands and as a percentage of net sales:

	Three months ended June 30,							Nine months ended June 30,
	2024				2023			2024			2023
Grocery	$	219,040	71	%		196,162	69		648,295	70		590,650	70
Dietary supplements		59,966	19			58,183	21		181,890	20		174,860	21
Body care, pet care and other		30,076	10			27,446	10		88,739	10		79,983	9
	$	309,082	100	%		281,791	100		918,924	100		845,493	100

4. Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed using the treasury stock method and reflects the potential dilution that could occur if the Company’s granted but unvested restricted stock units (RSUs) were to vest, resulting in the issuance of common stock that would then share in the earnings of the Company.

The following table presents the Company’s basic and diluted EPS for the three and nine months ended June 30, 2024 and 2023, dollars in thousands, except per share data:

	Three months ended June 30,				Nine months ended June 30,
	2024		2023		2024		2023
Net income	$	9,209		7,072		24,925		17,363
Weighted average number of shares of common stock outstanding		22,789,057		22,734,375		22,766,516		22,722,712
Effect of dilutive securities		326,299		153,548		285,528		102,631
Weighted average number of shares of common stock outstanding including effect of dilutive securities		23,115,356		22,887,923		23,052,044		22,825,343
Basic earnings per share	$	0.40		0.31		1.09		0.76
Diluted earnings per share	$	0.40		0.31		1.08		0.76

There were 13,000 and 11,575 non-vested RSUs for the three months ended June 30, 2024 and 2023, respectively, and 27,944 and 155,380 non-vested RSUs for the nine months ended June 30, 2024 and 2023, respectively, excluded from the calculation of diluted EPS as they were antidilutive.

10

5. Debt

Credit Facility

The Company is party to a Credit Facility, originally entered into on January 28, 2016, as subsequently amended, consisting of a $75.0 million revolving loan facility (the Revolving Facility) and a $35.0 million term loan facility (the Term Loan Facility, and together with the Revolving Facility, the Credit Facility). The operating company is the borrower under the Credit Facility and its obligations under the Credit Facility are guaranteed by the holding company and VC2. The Credit Facility is secured by a lien on substantially all of the Company’s assets. The revolving commitment amount under the Revolving Facility is $75.0 million, including a $5.0 million sublimit for standby letters of credit. The Company has the right to borrow, prepay and re-borrow amounts under the Revolving Facility at any time prior to the maturity date without premium or penalty. The Term Loan Facility matures on November 13, 2024 and the Revolving Facility matures on November 16, 2028. Base rate loans under the Credit Facility bear interest at a fluctuating base rate, as determined by the lenders’ administrative agent based on the most recent compliance certificate of the operating company and stated at the highest of: (i) the federal funds rate plus 0.50%; (ii) the prime rate; and (iii) Term SOFR plus 1.00%, less the lender spread based upon the Company’s consolidated leverage ratio. Term SOFR borrowings under the Credit Facility bear interest based on Term SOFR for the interest period plus the lender spread based upon the Company’s consolidated leverage ratio. The unused commitment fee is based upon the Company’s consolidated leverage ratio. The Company is required to repay principal amounts outstanding under the Term Loan Facility in equal installments of approximately $0.4 million on the last day of each fiscal quarter, beginning on March 31, 2021 and ending on September 30, 2024, with the remaining principal amount payable on the maturity date. Amounts repaid on the Term Loan Facility may not be reborrowed.

The Credit Facility requires compliance with certain customary operational and financial covenants, including a consolidated leverage ratio. The Credit Facility also contains certain other customary limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions, among other limitations. Additionally, the Credit Facility prohibits the payment of cash dividends to the holding company from the operating company without the administrative agent’s consent, provided that so long as no default or event of default exists or would arise as a result thereof, the operating company may pay cash dividends to the holding company in an amount sufficient to allow the holding company to: (i) pay various audit, accounting, tax, securities, indemnification, reimbursement, insurance and other reasonable expenses incurred in the ordinary course of business and (ii) repurchase shares of common stock and pay dividends on the Company’s common stock in an aggregate amount not to exceed $15.0 million during any fiscal year.

On November 16, 2023, the Company amended the Credit Facility to: (i) increase its aggregate revolving commitments from $50.0 million to $75.0 million; (ii) extend the maturity date of the Revolving Facility to November 16, 2028; (iii) permit payment of a one-time cash dividend of up to $25.0 million by no later than December 31, 2023; and (iv) increase the Company’s restricted payment capacity by $2.5 million, allowing the Company to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount not to exceed $15.0 million during any fiscal year. The aggregate revolving commitment amount will be automatically and permanently reduced by $2.5 million annually until the Revolving Facility matures in November 2028, unless the Company has previously exercised its option to reduce the aggregate revolving commitments to a lower amount.

The Company had $16.6 million and no amounts outstanding under the Revolving Facility as of June 30, 2024 and September 30, 2023, respectively. The Company had undrawn, issued and outstanding letters of credit of $2.2 million and $1.5 million as of June 30, 2024 and September 30, 2023, respectively, which were reserved against the amount available for borrowing under the terms of the Revolving Facility. The Company had $56.2 million and $48.5 million available for borrowing under the Revolving Facility as of June 30, 2024 and September 30, 2023, respectively. The Company had $1.7 million outstanding under its fully drawn Term Loan Facility as of June 30, 2024.

As of June 30, 2024 and September 30, 2023, the Company was in compliance with all covenants under the Credit Facility.

Lease Obligations

The Company had 24 leases that were classified as finance leases as of June 30, 2024 and September 30, 2023. No rent expense is recorded for these finance leases; rather, rental payments under such leases are recognized as a reduction of the lease obligation and as interest expense. The interest rate on finance lease obligations is determined at the commencement of the lease.

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Interest

The Company incurred gross interest expense of $1.2 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively, and $3.4 million and $2.7 million for the nine months ended June 30, 2024 and 2023, respectively. Interest expense for the three and nine months ended June 30, 2024 and 2023 relates primarily to interest on finance lease obligations and the Credit Facility. The Company capitalized interest of $0.1 million for each of the three months ended June 30, 2024 and 2023 and $0.3 million and $0.2 million for the nine months ended June 30, 2024 and 2023, respectively.

6. Stockholders’ Equity

Share Repurchases

In May 2016, the Board of Directors (the Board) authorized a two-year share repurchase program pursuant to which the Company may repurchase up to $10.0 million in shares of the Company’s common stock. The Board subsequently extended the share repurchase program – most recently in May 2024 – and the current program will terminate on May 31, 2026. Repurchases under the Company’s share repurchase program may be made from time to time at management’s discretion on the open market or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), subject to market conditions, applicable legal requirements and other relevant factors. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which permits common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The share repurchase program does not obligate the Company to purchase any particular amount of common stock and may be suspended, modified or discontinued by the Company without prior notice. The dollar value of the shares of the Company’s common stock that may yet be repurchased under the share repurchase program is $8.1 million.

The following table summarizes share repurchase activity for the three and nine months ended June 30, 2024 and 2023 (in thousands, except number of shares acquired and average per share cost):

	Three months ended				Nine months ended
	June 30,				June 30,
	2024		2023		2024		2023
Number of common shares acquired		—		9,452		—		17,998
Average price per common share acquired (including commissions)	$	—		10.12		—		10.07
Total cost of common shares acquired	$	—		95		—		181

During the three months ended June 30, 2024, the Company did not reissue any treasury shares. During the nine months ended June 30, 2024, the Company reissued 6,497 treasury shares at a cost of $0.1 million, and during the three and nine months ended June 30, 2023, the Company reissued 1,901 and 10,447 treasury shares, respectively, at a cost of less than $0.1 million and $0.1 million, respectively. The Company reissued these treasury shares previously acquired under its share repurchase program to partially satisfy the issuance of common stock pursuant to the vesting of certain restricted stock unit awards. At June 30, 2024 and September 30, 2023, the Company held no shares and 6,497 shares in treasury, respectively.

Dividends

The Company paid a quarterly cash dividend of $0.10 per share of common stock in each of the first three quarters of fiscal years 2024 and 2023, and a special cash dividend of $1.00 per share of common stock in the first quarter of fiscal year 2024.

7. Lease Obligations

The Company leases most of its stores, a bulk food repackaging facility and distribution center, and its administrative offices. The Company determines if an arrangement is a lease or contains a lease at inception. Lease terms generally range from 10 to 25 years, with scheduled increases in minimum rent payments.

Operating and finance lease liabilities represent the present value of lease payments not yet paid. Operating and finance lease assets represent the Company’s right to use an underlying asset and are based upon the operating and finance lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives and impairment of operating and finance lease assets.

Most leases include one or more options to renew, with renewal terms normally expressed in periods of five to ten-year increments. The exercise of lease renewal options is at the Company’s sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain that the Company will exercise that option.

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Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

As most of the Company’s lease agreements do not provide an implicit discount rate, the Company uses an estimated incremental borrowing rate, which is derived from third-party lenders, to determine the present value of lease payments. The Company uses other observable market data to evaluate the appropriateness of the rate derived from the lenders. The estimated incremental borrowing rate is based on the borrowing rate for a secured loan with a term similar to the expected term of the lease.

Leases are recorded at the commencement date (the date the underlying asset becomes available for use) for the present value of lease payments, less tenant improvement allowances received or receivable. Leases with a term of 12 months or less (short-term leases) are not presented on the balance sheet. The Company has elected to account for the lease and non-lease components as a single lease component for all current classes of leases.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain real estate or portions thereof to third parties. Such subleases have all been classified as operating leases. Remaining sublease terms extend through fiscal year 2033. Although some sublease arrangements provide renewal options, the exercise of sublease renewal options is at the sole discretion of the subtenant. The Company recognizes sublease income on a straight-line basis.

The Company has four operating leases with Chalet Properties, LLC (Chalet), one operating lease with the Isely Family Land Trust LLC (Land Trust) and one operating lease with FTVC, LLC (FTVC), each of which is a related party (see Note 12). The leases began at various times, with the earliest commencing in November 1999, continue for various terms through May 2042 and include various options to renew. The terms and rental rates of these leases have been approved by our audit committee in accordance with our related party transaction policy. As of June 30, 2024, these leases accounted for $7.8 million of operating lease assets and $7.9 million of operating lease liabilities, of which $0.9 million was current, and are included in the disclosures below. Lease expense is recognized on a straight-line basis and was $0.3 million for each of the three months ended June 30, 2024 and 2023 and $0.9 million for each of the nine months ended June 30, 2024 and 2023.

The components of total lease cost for the three and nine months ended June 30, 2024 and 2023 were as follows, dollars in thousands:

		Three months ended						Nine months ended
		June 30,						June 30,
Lease cost	Classification	2024			2023			2024			2023
Operating lease cost:
	Cost of goods sold and occupancy costs	$	10,976			11,013			33,012			32,884
	Store expenses		115			61			346			239
	Administrative expenses		98			86			295			245
	Pre-opening expenses		54			84			191			178
Finance lease cost:
Depreciation of lease assets	Store expenses		1,029			948			3,066			2,800
	Pre-opening expenses		50			127			169			313
Interest on lease liabilities	Interest expense, net		503			467			1,519			1,383
	Pre-opening expenses		61			132			206			342
Short-term lease cost	Store expenses		791			826			2,450			2,267
Variable lease cost	Cost of goods sold and occupancy costs (1)		1,807			1,747			5,065			4,852
Sublease income	Store expenses		(84	)		(84	)		(190	)		(230	)
Total lease cost		$	15,400			15,407			46,129			45,273

¹ Immaterial balances related to corporate headquarters and distribution center are included in administrative expenses and store expenses, respectively.

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Additional information related to the Company’s leases for the three and nine months ended June 30, 2024 and 2023 were as follows, dollars in thousands:

	Three months ended				Nine months ended
	June 30,				June 30,
	2024		2023		2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,518		11,623		34,225			34,459
Operating cash flows from finance leases		564		598		1,724			1,725
Financing cash flows from finance leases		947		682		2,653			2,039
Lease assets obtained in exchange for new lease liabilities:
Operating leases		3,641		10,551		13,073			11,307
Finance leases		—		4,119		(45	)		5,771

Additional information related to the Company’s leases as of June 30, 2024 and 2023 was as follows:

	June 30,
	2024			2023
Weighted-average remaining lease term (in years):
Operating leases		9.8			10.4
Finance leases		13.7			14.3
Weighted-average discount rate:
Operating leases		4.0	%		3.8
Finance leases		4.8	%		4.9

During the three and nine months ended June 30, 2024, the Company recorded impairment charges of $0.4 million and $0.5 million, respectively, related to operating lease assets associated with store closures in prior fiscal years and an early store relocation. In addition, during the nine months ended June 30, 2024, the Company paid $0.3 million to early terminate the operating lease associated with a store that closed in the prior fiscal year. As a result of this lease termination, the Company wrote off $0.4 million of operating lease assets and $0.6 million of operating lease liabilities and recorded a $0.2 million loss during the nine months ended June 30, 2024. During the three and nine months ended June 30, 2023, the Company recorded impairment charges related to operating lease assets of $0.1 million, associated with an early store relocation, and $0.9 million, associated with a store closure and an early store relocation, respectively.

Future lease payments under non-cancellable leases as of June 30, 2024 were as follows, dollars in thousands:

Fiscal year	Operating leases			Finance leases			Total
Remainder of 2024	$	11,771			1,510			13,281
2025		46,543			6,051			52,594
2026		43,888			6,093			49,981
2027		42,251			6,138			48,389
2028		39,423			5,053			44,476
Thereafter		179,379			40,931			220,310
Total future undiscounted lease payments		363,255			65,776			429,031
Less imputed interest		(64,970	)		(17,642	)		(82,612	)
Total reported lease liability		298,285			48,134			346,419
Less current portion		(35,954	)		(3,909	)		(39,863	)
Noncurrent lease liability	$	262,331			44,225			306,556

The table above excludes $9.0 million of legally binding minimum lease payments for leases that had been executed as of June 30, 2024 but whose terms had not yet commenced.

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8. Property and Equipment

The Company had the following property and equipment balances as of June 30, 2024 and September 30, 2023, dollars in thousands:

				As of
	Useful lives (in years)			June 30, 2024			September 30, 2023
Construction in process		n/a		$	6,906			15,221
Land		n/a			6,746			6,746
Buildings	16	–	40		56,058			46,412
Land improvements	1	–	24		2,230			2,112
Leasehold and building improvements	1	–	25		185,810			173,407
Fixtures and equipment	5	–	7		164,806			157,710
Computer hardware and software	3	–	5		30,190			27,080
					452,746			428,688
Less accumulated depreciation and amortization					(274,527	)		(259,628	)
Property and equipment, net				$	178,219			169,060

Depreciation and amortization expense for the three and nine months ended June 30, 2024 and 2023 is summarized as follows, dollars in thousands:

	Three months ended June 30,				Nine months ended June 30,
	2024		2023		2024		2023
Depreciation and amortization expense included in cost of goods sold and occupancy costs	$	187		272		544		796
Depreciation and amortization expense included in store expenses		7,189		6,415		21,028		19,128
Depreciation and amortization expense included in administrative expenses		419		396		1,257		1,189
Depreciation and amortization expense included in pre-opening expenses		50		127		169		313
Total depreciation and amortization expense	$	7,845		7,210		22,998		21,426

9. Goodwill and Other Intangible Assets

The Company had the following goodwill and other intangible asset balances as of June 30, 2024 and September 30, 2023, dollars in thousands:

				As of
	Useful lives (in years)			June 30, 2024			September 30, 2023
Amortizable intangible assets:
Other intangibles	0.5	–	7	$	14,149			13,207
Less accumulated amortization					(6,557	)		(5,326	)
Amortizable intangible assets, net					7,592			7,881
Other intangibles in process					589			643
Trademarks	Indefinite				389			389
Deferred financing costs, net	3	–	5		23			18
Total other intangibles, net					8,593			8,931
Goodwill	Indefinite				5,198			5,198
Total goodwill and other intangibles, net				$	13,791			14,129

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10. Accrued Expenses

The composition of accrued expenses as of June 30, 2024 and September 30, 2023 is summarized as follows, dollars in thousands:

	As of
	June 30,		September 30,
	2024		2023
Payroll and employee-related expenses	$	16,090		17,719
Accrued property, sales, and use tax payable		7,745		9,844
Accrued marketing expenses		414		466
Deferred revenue		1,964		1,866
Other		4,447		3,169
Total accrued expenses	$	30,660		33,064

11. Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740 “Income Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

12. Related Party Transactions

The Company has ongoing relationships with related entities as noted below:

Chalet Properties, LLC: The Company has four operating leases (see Note 7) with Chalet. Chalet is owned by the Company’s four non-independent Board members: Kemper Isely, Zephyr Isely, Heather Isely and Elizabeth Isely, and other related family members. Rent paid to Chalet was $0.2 million for each of the three months ended June 30, 2024 and 2023, and $0.6 million for each of the nine months ended June 30, 2024 and 2023.

Isely Family Land Trust LLC: The Company has one operating lease (see Note 7) with the Land Trust. The Land Trust is owned by the Isely Children’s Trust and by the Margaret A. Isely Family Trust. Rent paid to the Land Trust was $0.1 million for each of the three months ended June 30, 2024 and 2023 and was $0.2 million for each of the nine months ended June 30, 2024 and 2023.

FTVC LLC: The Company has one operating lease (see Note 7) with FTVC, which is owned by the Company’s four non-independent Board members and other related family members. Rent paid to FTVC was less than $0.1 million for each of the three months ended June 30, 2024 and 2023 and was less than $0.1 million for each of the nine months ended June 30, 2024 and 2023.

13. Commitments and Contingencies

Self-Insurance

The Company is self-insured for certain losses, liabilities and employee benefit costs, subject to a stop loss policy or deductible limits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering an analysis of actual claims, historical claims experience, demographic factors and other actuarial assumptions. While the Company believes that its assumptions are appropriate, the estimated accrual for these liabilities could be significantly affected if future occurrences and claims materially differ from these assumptions and historical trends.

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Legal Proceedings

The Company is periodically involved in legal proceedings that are incidental to the conduct of its business, including but not limited to labor and employment-related claims, customer injury claims, investigations and other proceedings arising in the ordinary course of business. When the potential liability from a matter can be estimated and the loss is considered probable, the Company records the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations, and claims, the ultimate outcome may differ from the estimates. Although the Company cannot predict with certainty the ultimate resolution of any lawsuits, investigations, and claims asserted against it, management does not believe any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its financial statements.

14. Subsequent Event

On August 7, 2024, the Board approved the payment of a quarterly cash dividend of $0.10 per share of common stock to be paid on September 18, 2024 to stockholders of record as of the close of business on September 3, 2024.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with our unaudited consolidated financial statements and notes thereto, which are included elsewhere in this Form 10-Q, and with the audited consolidated financial statements and notes thereto in our Form 10-K. This MD&A contains forward-looking statements. Refer to “Forward-Looking Statements” at the beginning of this Form 10-Q for an explanation of these types of statements. Summarized numbers included in this section, and corresponding percentage or basis point changes, may not sum due to the effects of rounding.

Company Overview

We operate natural and organic grocery and dietary supplement stores that are focused on providing high-quality products at affordable prices, exceptional customer service, nutrition education and community outreach. We offer a variety of natural and organic groceries, dietary supplements and body care products that meet our strict quality standards. We believe we have been at the forefront of the natural and organic foods movement since our founding. We are headquartered in Lakewood, Colorado. As of June 30, 2024, we operated 168 stores in 21 states, including Colorado, Arizona, Arkansas, Idaho, Iowa, Kansas, Louisiana, Minnesota, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming. We also operate a bulk food repackaging facility and distribution center in Golden, Colorado.

We offer a variety of natural and organic groceries and dietary supplements that meet our strict quality guidelines. The sizes of our stores range from approximately 7,000 to 16,000 selling square feet.

The growth in the organic and natural foods industry and growing consumer interest in health and nutrition have enabled us to continue to open new stores and enter new markets. During the five fiscal years ended September 30, 2023, we increased our store count at a compound annual growth rate of 2.2%. In fiscal year 2023, we opened three new stores, relocated/remodeled three existing stores and closed two stores. We plan to open four new stores and relocate/remodel five existing stores in fiscal year 2024. During the nine months ended June 30, 2024, we opened three new stores and relocated/remodeled four existing stores. Between July 1, 2024 and the date of this Form 10-Q, we opened one new store and did not relocate/remodel any existing stores.

Performance Highlights

Key highlights of our performance for the three and nine months ended June 30, 2024 are discussed briefly below and in further detail throughout this MD&A. Key financial metrics, including, but not limited to, daily average comparable store sales, are defined in the section “Key Financial Metrics in Our Business,” presented later in this MD&A.

● Net sales. Net sales were $309.1 million for the three months ended June 30, 2024, an increase of $27.3 million, or 9.7%, compared to net sales of $281.8 million for the three months ended June 30, 2023. Net sales were $918.9 million for the nine months ended June 30, 2024, an increase of $73.4 million, or 8.7%, compared to net sales of $845.5 million for the nine months ended June 30, 2023.

● Daily average comparable store sales. Daily average comparable store sales for the three months ended June 30, 2024 increased 7.2% compared to the three months ended June 30, 2023. Daily average comparable store sales for the nine months ended June 30, 2024 increased 7.0% compared to the nine months ended June 30, 2023.

● Net income. Net income was $9.2 million for the three months ended June 30, 2024, an increase of $2.1 million, or 30.2%, compared to net income of $7.1 million for the three months ended June 30, 2023. Net income was $24.9 million for the nine months ended June 30, 2024, an increase of $7.6 million, or 43.6%, compared to net income of $17.4 million for the nine months ended June 30, 2023.

● EBITDA. Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $20.7 million for the three months ended June 30, 2024, an increase of $4.4 million, or 27.0%, compared to $16.3 million for the three months ended June 30, 2023. EBITDA was $57.9 million for the nine months ended June 30, 2024, an increase of $12.6 million, or 27.7%, compared to $45.4 million for the nine months ended June 30, 2023. EBITDA is not a measure of financial performance under GAAP. Refer to the “Non-GAAP Financial Measures” section in this MD&A for a definition of EBITDA and a reconciliation of net income to EBITDA.

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● Adjusted EBITDA. Adjusted EBITDA was $22.2 million for the three months ended June 30, 2024, an increase of $5.5 million, or 32.8%, compared to $16.7 million for the three months ended June 30, 2023. Adjusted EBITDA was $60.6 million for the nine months ended June 30, 2024, an increase of $13.3 million, or 28.1%, compared to $47.3 million for the nine months ended June 30, 2023. Adjusted EBITDA is not a measure of financial performance under GAAP. Refer to the “Non-GAAP Financial Measures” section in this MD&A for a definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

● Liquidity. As of June 30, 2024, cash and cash equivalents was $13.9 million, and there was $56.2 million available for borrowing under our Revolving Facility, net of outstanding borrowings of $16.6 million and undrawn, issued and outstanding letters of credit of $2.2 million.

Industry Trends and Economics

We have identified the following recent trends and factors that have impacted and may continue to impact our results of operations and financial condition:

● Impact of broader economic trends and political environment. The grocery industry and our sales are affected by general economic conditions, including, but not limited to, consumer spending, levels of disposable consumer income, consumer debt, interest rates, inflation or deflation, periods of recession and growth, the price of commodities, the political environment and consumer confidence. Furthermore, our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the workforce in the markets in which we are located, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation, including unemployment benefits. A number of macroeconomic and global trends have impacted our business. The current labor market has impacted our ability to retain and attract store Crew members, and we continue to be challenged by labor shortages broadly impacting the retail industry. We have invested in increased wages for our store Crew members and may be required to do so in the future. As a result of current global supply chain issues, we have on occasion experienced shortages and delays in the delivery of certain products to our stores. We have taken steps to mitigate these disruptions to our supply chain, although certain products may be in relatively short supply or unavailable from time to time.

In recent years, the costs of certain goods we sell were impacted by levels of inflation higher than we have historically experienced, resulting in part from supply disruptions, ongoing global conflicts, increased shipping and transportation costs, increased commodity costs, increased labor costs in the supply chain, monetary policy actions, other disruptions and the uncertain economic environment. In the aggregate, management estimates that the Company experienced annualized cost inflation of approximately 1% in the third quarter of fiscal year 2024. Cost inflation estimates are based on individual like items sold during the periods being compared. The impact of inflation on our sales and profitability is influenced in part by our ability to adjust our retail prices accordingly. While we have been able to mitigate this impact to date through our pricing strategies, we are unable to predict how long the current inflationary environment will continue or the impact of inflationary trends on consumer behavior and our sales and profitability in the future.

● Opportunities in the growing natural and organic grocery and dietary supplements industry. Our industry, which includes organic and natural foods and dietary supplements, continues to experience growth driven primarily by increased public interest in health and nutrition. Capitalizing on this opportunity, we continue to open new stores and enter new markets. We expect the rate of new store unit growth in the foreseeable future to be dependent upon economic and business conditions and other factors, including construction permitting and the availability of construction materials, equipment and labor.

● Competition. The grocery and dietary supplement retail business is a large, fragmented and highly competitive industry, with few barriers to entry. Competition in the grocery industry is likely to intensify, and shopping dynamics may shift, as a result of, among other things, industry consolidation, expansion by existing competitors, and the increasing availability of grocery ordering, pick-up, and delivery options. These businesses compete with us on the basis of price, selection, quality, customer service, convenience, location, store format, shopping experience, ease of ordering and delivery or any combination of these or other factors. They also compete with us for products and locations. In addition, some of our competitors are expanding to offer a greater range of natural and organic foods. We also face internally generated competition when we open new stores in markets we already serve. We believe our commitment to carrying only carefully vetted, affordably priced and high-quality natural and organic products and dietary supplements, as well as our focus on providing nutrition education, differentiate us in the industry and provide a competitive advantage.

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● Consumer preferences. Our performance is also impacted by trends regarding natural and organic products, dietary supplements and at-home meal preparation. Consumer preferences towards dietary supplements or natural and organic food products might shift as a result of, among other things, economic conditions, food safety perceptions, changing consumer choices and the cost of these products. A change in consumer preferences away from our offerings, including those resulting from higher retail prices for our products due to inflation, or reductions or changes in our offerings, could have a material adverse effect on our business. Additionally, negative publicity regarding the safety of dietary supplements, product recalls or new or stricter regulatory standards may adversely affect demand for the products we sell and could result in lower consumer traffic, sales and results of operations.

Outlook

We believe there are several key factors that have contributed to our success and will enable us to increase our comparable store sales and continue to profitably expand. These factors include a loyal customer base, increasing transaction size, growing consumer interest in nutrition and wellness, a differentiated shopping experience that focuses on customer service, nutrition education, a convenient, clean and shopper-friendly retail environment, and our focus on high quality, affordable natural and organic groceries, dietary supplements and body care products.

We expect the rate of new store unit growth in the foreseeable future to be dependent upon economic and business conditions and other factors, including construction permitting and the availability of construction materials, equipment and labor. We believe there are opportunities for us to continue to expand our store base, expand profitability and increase comparable store sales. However, future sales growth, including comparable store sales, and our profitability could vary due to increasing competitive conditions in the natural and organic grocery and dietary supplement industries and regional and general economic conditions, including inflationary or recessionary trends. We believe there are opportunities for increased leverage of costs and increased economies of scale in sourcing products. However, due to the fixed nature of certain of our costs (in particular, our rent obligations and related occupancy costs), our ability to leverage costs may be limited.

Our operating results may be affected by the above-described factors as well as a variety of other internal and external factors and trends described more fully in Item 1A - “Risk Factors” in our Form 10-K and Part II, Item 1A – “Risk Factors” in this Form 10-Q.

Key Financial Metrics in Our Business

In assessing our performance, we consider a variety of performance and financial measures. The key measures are as follows:

Net sales

Our net sales are comprised of gross sales net of discounts, in-house coupons, returns, and allowances. In comparing net sales between periods, we monitor the following:

● Change in daily average comparable store sales. We begin to include sales from a store in comparable store sales on the first day of the thirteenth full month following the store’s opening. We monitor the percentage change in comparable store sales by comparing sales from all stores in our comparable store base for a reporting period against sales from the same stores for the same number of operating months in the comparable reporting period of the prior fiscal year. When a store that is included in comparable store sales is remodeled or relocated, we continue to consider sales from that store to be comparable store sales. Our comparable store sales data may not be presented on the same basis as our competitors. We use the term “new stores” to refer to stores that have been open for less than thirteen months. Daily average comparable store sales are comparable store sales divided by the number of selling days in each period. We use this metric to remove the effect of differences in the number of selling days we are open during the comparable periods (for example, as a result of leap years or the Easter holiday shift between quarters).

● Transaction count. Transaction count represents the number of transactions reported at our stores during the period and includes transactions that are voided, returned, and exchanged.

● Average transaction size. Average transaction size is calculated by dividing net sales by transaction count for a given time period. We use this metric to track the trends in average dollars spent in our stores per customer transaction.

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Cost of goods sold and occupancy costs

Our cost of goods sold and occupancy costs include the cost of inventory sold during the period (net of discounts and allowances), shipping and handling costs, distribution and supply chain costs (including the costs of our bulk food repackaging facility), buying costs, shrink expense, third-party delivery fees and store occupancy costs. Store occupancy costs include rent, common area maintenance and real estate taxes. Depreciation expense included in cost of goods sold relates to depreciation of assets directly used at our bulk food repackaging facility. The components of our cost of goods sold and occupancy costs may not be identical to those of our competitors, and, as a result, our cost of goods sold and occupancy costs data included in this Form 10-Q may not be identical to those of our competitors and may not be comparable to similar data made available by our competitors. Occupancy costs as a percentage of net sales typically decrease as new stores mature and sales increase. Rent payments for leases classified as finance lease obligations are not recorded in cost of goods sold and occupancy costs. Rather, these rent payments are recognized as a reduction of the related obligations and as interest expense.

Gross profit and gross margin

Gross profit is equal to our net sales less our cost of goods sold and occupancy costs. Gross margin is gross profit as a percentage of net sales. Gross margin is impacted by changes in retail prices, product costs, occupancy costs and the mix of products sold, as well as the rate at which we open new stores.

Store expenses

Store expenses consist of store-level expenses, such as salary and benefits, share-based compensation, supplies, utilities, depreciation, advertising, bank credit card charges and other related costs associated with operations and purchasing support. Depreciation expense included in store expenses relates to depreciation for assets directly used at the stores, including depreciation on land improvements, leasehold improvements, fixtures and equipment and technology. Depreciation expenses on the lease assets related to the finance leases of the stores are also considered store expenses. Additionally, store expenses include any gain or loss recorded on the disposal of fixed assets and lease terminations, primarily related to store relocations, as well as store closing costs. Store expenses also include long-lived asset impairment charges. The majority of store expenses consists of labor-related expenses, which we closely manage and which trend closely with sales. Labor-related expenses as a percentage of net sales tend to be higher at new stores compared to comparable stores, as new stores require a minimum level of staffing in order to maintain adequate levels of customer service combined with lower sales. As new stores increase their sales, labor-related expenses as a percentage of net sales typically decrease.

Administrative expenses

Administrative expenses consist of home office-related expenses, such as salary and benefits, share-based compensation, office supplies, hardware and software expenses, depreciation and amortization expense, occupancy costs (including rent, common area maintenance, real estate taxes and utilities), professional services expenses, expenses associated with our Board, expenses related to compliance with the requirements of regulations applicable to publicly traded companies, and other general and administrative expenses. Depreciation expense included in administrative expenses relates to depreciation for assets directly used at the home office including depreciation on land improvements, leasehold improvements, fixtures and equipment, and computer hardware and software.

Pre-opening expenses

Pre-opening expenses for new stores and relocations/remodels may include rent expense, salaries, advertising, supplies, and other miscellaneous costs incurred prior to the store opening. Rent expense is generally incurred from one to four months prior to a store’s opening date for store leases classified as operating. For store leases classified as finance leases, we recognize pre-opening interest and depreciation expense. Other pre-opening expenses are generally incurred in the 60 days prior to the store opening. Certain advertising and promotional costs associated with opening a new store may be incurred both before and after the store opens. All pre-opening costs are expensed as incurred. Pre-opening expenses for remodels are incurred if the store is required to be closed due to the remodel.

Interest expense, net

Interest expense consists of the interest associated with finance lease obligations, net of capitalized interest, and our Credit Facility.

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Income tax expense

Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. Income tax expense also includes excess tax benefits and deficiencies related to the vesting of restricted stock units.

Results of Operations

The following table presents key components of our results of operations expressed as a percentage of net sales for the periods presented:

	Three months ended June 30,						Nine months ended June 30,
	2024			2023			2024			2023
Statements of Income Data: *
Net sales		100.0	%		100.0			100.0			100.0
Cost of goods sold and occupancy costs		70.8			71.1			70.7			71.3
Gross profit		29.2			28.9			29.3			28.7
Store expenses		21.9			22.2			22.3			22.6
Administrative expenses		3.1			3.3			3.1			3.1
Pre-opening expenses		0.1			0.1			0.1			0.1
Operating income		4.2			3.2			3.8			2.8
Interest expense, net		(0.3	)		(0.3	)		(0.3	)		(0.3	)
Income before income taxes		3.8			2.9			3.5			2.5
Provision for income taxes		(0.8	)		(0.4	)		(0.7	)		(0.5	)
Net income		3.0	%		2.5			2.7			2.1

 ________________________________ 

*Figures may not sum due to rounding.

Other Operating Data:
Number of stores at end of period	168		164	168	164
Number of new stores opened during the period	—		—	3	2
Number of stores relocated/remodeled during the period	3		1	4	1
Number of stores closed during the period	—		2	—	2
Twelve-month store unit growth rate	2.4	%	1.2	2.4	1.2
Change in daily average comparable store sales	7.2	%	4.4	7.0	2.5

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Three months ended June 30, 2024 compared to the three months ended June 30, 2023

The following table summarizes our results of operations and other operating data for the periods presented, dollars in thousands:

	Three months ended June 30,						Change In
	2024			2023			Dollars			Percent
Statements of Income Data:
Net sales	$	309,082			281,791			27,291			9.7	%
Cost of goods sold and occupancy costs		218,751			200,401			18,350			9.2
Gross profit		90,331			81,390			8,941			11.0
Store expenses		67,575			62,631			4,944			7.9
Administrative expenses		9,545			9,308			237			2.5
Pre-opening expenses		364			367			(3	)		(0.8	)
Operating income		12,847			9,084			3,763			41.4
Interest expense, net		(1,052	)		(848	)		(204	)		24.1
Income before income taxes		11,795			8,236			3,559			43.2
Provision for income taxes		(2,586	)		(1,164	)		(1,422	)		122.2
Net income	$	9,209			7,072			2,137			30.2	%

Net sales

Net sales increased $27.3 million, or 9.7%, to $309.1 million for the three months ended June 30, 2024 compared to $281.8 million for the three months ended June 30, 2023, due to a $23.6 million increase in comparable store sales and a $5.4 million increase in new store sales, partially offset by a $1.7 million decrease in net sales related to closed stores. Daily average comparable store sales increased 7.2% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The daily average comparable store sales increase resulted from a 4.7% increase in daily average transaction count and a 2.4% increase in daily average transaction size. Comparable store average transaction size was $46.76 for the three months ended June 30, 2024. The increase in net sales during the three months ended June 30, 2024 was driven by increases in transaction counts, items per transaction, retail prices, and new store sales. Marketing initiatives, including {N}power® rewards program offers and market-specific campaigns, enhanced customer engagement, which contributed to sales growth.

Gross profit

Gross profit increased $8.9 million, or 11.0%, to $90.3 million for the three months ended June 30, 2024 compared to $81.4 million for the three months ended June 30, 2023. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 29.2% for the three months ended June 30, 2024 compared to 28.9% for the three months ended June 30, 2023. The increase in gross margin during the three months ended June 30, 2024 was driven by store occupancy cost leverage, partially offset by lower product margin attributable to product mix.

Store expenses

Store expenses increased $4.9 million, or 7.9%, to $67.6 million for the three months ended June 30, 2024 compared to $62.6 million for the three months ended June 30, 2023. The increase in store expenses was primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 21.9% and 22.2% for the three months ended June 30, 2024 and 2023, respectively. The decrease in store expenses as a percentage of net sales reflects expense leverage.

Administrative expenses

Administrative expenses increased $0.2 million, or 2.5%, to $9.5 million for the three months ended June 30, 2024 compared to $9.3 million for the three months ended June 30, 2023. The increase in administrative expenses was driven by higher compensation expenses. Administrative expenses as a percentage of net sales were 3.1% and 3.3% for the three months ended June 30, 2024 and 2023, respectively.

Pre-opening expenses

Pre-opening expenses were $0.4 million for each of the three months ended June 30, 2024 and 2023.

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Interest expense, net

Interest expense, net of capitalized interest, was $1.1 million for the three months ended June 30, 2024 compared to $0.8 million for the three months ended June 30, 2023.

Income taxes

Income tax expense increased $1.4 million for the three months ended June 30, 2024 to $2.6 million compared to $1.2 million for the three months ended June 30, 2023. The Company’s effective income tax rate was 21.9% and 14.1% for the three months ended June 30, 2024 and 2023, respectively. The increase in the effective income tax rate was primarily attributable to lower food donation deductions recorded during the three months ended June 30, 2024.

Net income

Net income was $9.2 million, or $0.40 diluted earnings per share, for the three months ended June 30, 2024 compared to $7.1 million, or $0.31 diluted earnings per share, for the three months ended June 30, 2023.

Nine months ended June 30, 2024 compared to the nine months ended June 30, 2023

The following table summarizes our results of operations and other operating data for the periods presented, dollars in thousands:

	Nine months ended June 30,						Change In
	2024			2023			Dollars			Percent
Statements of Income Data:
Net sales	$	918,924			845,493			73,431			8.7	%
Cost of goods sold and occupancy costs		649,476			602,907			46,569			7.7
Gross profit		269,448			242,586			26,862			11.1
Store expenses		204,791			191,419			13,372			7.0
Administrative expenses		28,474			26,166			2,308			8.8
Pre-opening expenses		1,272			1,069			203			19.0
Operating income		34,911			23,932			10,979			45.9
Interest expense, net		(3,123	)		(2,478	)		(645	)		26.0
Income before income taxes		31,788			21,454			10,334			48.2
Provision for income taxes		(6,863	)		(4,091	)		(2,772	)		67.8
Net income	$	24,925			17,363			7,562			43.6	%

Net sales

Net sales increased $73.4 million, or 8.7%, to $918.9 million for the nine months ended June 30, 2024 compared to $845.5 million for the nine months ended June 30, 2023, due to a $62.0 million increase in comparable store sales and a $16.0 million increase in new store sales, partially offset by a $4.6 million decrease in net sales related to closed stores. Daily average comparable store sales increased 7.0% for the nine months ended June 30, 2024 compared to the nine months ended June 30, 2023. The daily average comparable store sales increase for the nine months ended June 30, 2024 resulted from a 3.9% increase in daily average transaction count and a 3.0% increase in daily average transaction size. Comparable store average transaction size was $47.20 for the nine months ended June 30, 2024. The increase in net sales during the nine months ended June 30, 2024 was driven by increases in transaction counts, retail prices, items per transaction, and new store sales. Marketing initiatives, including {N}power rewards program offers and market-specific campaigns, enhanced customer engagement, which contributed to sales growth.

Gross profit

Gross profit increased $26.9 million, or 11.1%, to $269.4 million for the nine months ended June 30, 2024 compared to $242.6 million for the nine months ended June 30, 2023. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 29.3% for the nine months ended June 30, 2024 compared to 28.7% for the nine months ended June 30, 2023. The increase in gross margin during the nine months ended June 30, 2024 was primarily driven by store occupancy cost leverage and higher product margin attributed to effective pricing and promotions.

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Store expenses

Store expenses increased $13.4 million, or 7.0%, to $204.8 million for the nine months ended June 30, 2024 compared to $191.4 million for the nine months ended June 30, 2023. The increase in store expenses was primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 22.3% and 22.6% for the nine months ended June 30, 2024 and 2023, respectively. The decrease in store expenses as a percentage of net sales reflects expense leverage.

Administrative expenses

Administrative expenses increased $2.3 million, or 8.8%, to $28.5 million for the nine months ended June 30, 2024 compared to $26.2 million for the nine months ended June 30, 2023. The increase in administrative expenses was driven by higher compensation expenses. Administrative expenses as a percentage of net sales were 3.1% for each of the nine months ended June 30, 2024 and 2023.

Pre-opening expenses

Pre-opening expenses were $1.3 million for the nine months ended June 30, 2024 compared to $1.1 million for the nine months ended June 30, 2023.

Interest expense, net

Interest expense, net of capitalized interest, was $3.1 million for the nine months ended June 30, 2024 compared to $2.5 million for the nine months ended June 30, 2023.

Income taxes

Income tax expense increased $2.8 million for the nine months ended June 30, 2024 to $6.9 million compared to $4.1 million for the nine months ended June 30, 2023. The Company’s effective income tax rate was 21.6% and 19.1% for the nine months ended June 30, 2024 and 2023, respectively. The increase in the effective income tax rate was primarily attributable to lower food donation deductions recorded during the nine months ended June 30, 2024.

Net income

Net income was $24.9 million, or $1.08 diluted earnings per share, for the nine months ended June 30, 2024 compared to $17.4 million, or $0.76 diluted earnings per share, for the nine months ended June 30, 2023.

Non-GAAP financial measures

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,
	2024		2023		2024		2023
Net income	$	9,209		7,072		24,925		17,363
Interest expense, net		1,052		848		3,123		2,478
Provision for income taxes		2,586		1,164		6,863		4,091
Depreciation and amortization		7,845		7,210		22,998		21,426
EBITDA		20,692		16,294		57,909		45,358
Impairment of long-lived assets and store closing costs		402		59		826		930
Share-based compensation		1,062		333		1,900		1,046
Adjusted EBITDA	$	22,156		16,686		60,635		47,334

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EBITDA increased 27.0% to $20.7 million for the three months ended June 30, 2024 compared to $16.3 million for the three months ended June 30, 2023. EBITDA increased 27.7% to $57.9 million for the nine months ended June 30, 2024 compared to $45.4 million for the nine months ended June 30, 2023. EBITDA as a percentage of net sales was 6.7% and 5.8% for the three months ended June 30, 2024 and 2023, respectively. EBITDA as a percentage of net sales was 6.3% and 5.4% for the nine months ended June 30, 2024 and 2023, respectively.

Adjusted EBITDA increased 32.8% to $22.2 million for the three months ended June 30, 2024 compared to $16.7 million for the three months ended June 30, 2023. Adjusted EBITDA increased 28.1% to $60.6 million for the nine months ended June 30, 2024 compared to $47.3 million for the nine months ended June 30, 2023. Adjusted EBITDA as a percentage of net sales was 7.2% and 5.9% for the three months ended June 30, 2024 and 2023, respectively. Adjusted EBITDA as a percentage of net sales was 6.6% and 5.6% for the nine months ended June 30, 2024 and 2023, 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.

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.

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Liquidity and Capital Resources

Our ongoing primary sources of liquidity are cash generated from operations, current balances of cash and cash equivalents and borrowings under our Revolving Facility. Our Credit Facility consists of the $75.0 million Revolving Facility and the fully drawn $35.0 million Term Loan Facility. Our primary uses of cash are for purchases of inventory, operating expenses, capital expenditures predominantly in connection with opening, relocating and remodeling stores, debt service, cash dividends, share repurchases and corporate taxes. As of June 30, 2024, we had $13.9 million in cash and cash equivalents and $56.2 million available for borrowing under our Revolving Facility.

In May 2016, our Board authorized a two-year share repurchase program pursuant to which the Company may repurchase up to $10.0 million in shares of the Company’s common stock. Our Board subsequently extended the share repurchase program – most recently in May 2024 – and the current program will terminate on May 31, 2026. We did not repurchase any shares during the three months ended June 30, 2024. The dollar value of the shares of the Company’s common stock that may yet be repurchased under the share repurchase program is $8.1 million. Potential future share repurchases under the share repurchase program could be funded by operating cash flow, excess cash balances or borrowings under our Revolving Facility. The timing and the number of shares repurchased, if any, will be dictated by our capital needs and stock market conditions.

We paid a quarterly cash dividend of $0.10 per share of common stock in each of the first three quarters of fiscal year 2024 and a special cash dividend of $1.00 per share of common stock in the first quarter of fiscal year 2024. The special cash dividend was funded through available cash and borrowings under our Revolving Facility. On August 7, 2024, our Board approved the payment of a quarterly cash dividend of $0.10 per share of common stock to be paid on September 18, 2024 to stockholders of record as of the close of business on September 3, 2024.

We plan to continue to open new stores and relocate/remodel existing stores in the future, which may require us to borrow additional amounts under the Revolving Facility from time to time. We believe that cash and cash equivalents, together with the cash generated from operations and the borrowing availability under our Revolving Facility, will be sufficient to meet our working capital needs and planned capital expenditures, including capital expenditures related to new store needs, repayment of debt, stock repurchases and dividends for the next 12 months and the foreseeable future. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day or, in the case of credit or debit card transactions, within days from the related sale.

The following is a summary of our operating, investing and financing activities for the periods presented, dollars in thousands:

	Nine months ended June 30,
	2024			2023
Net cash provided by operating activities	$	49,280			36,159
Net cash used in investing activities		(31,808	)		(24,298	)
Net cash used in financing activities		(21,899	)		(15,324	)
Net decrease in cash and cash equivalents		(4,427	)		(3,463	)
Cash and cash equivalents, beginning of period		18,342			12,039
Cash and cash equivalents, end of period	$	13,915			8,576

Operating Activities

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, impairment of long-lived assets and store closures, share-based compensation, and changes in deferred taxes, and the effect of working capital changes. Cash provided by operating activities increased $13.1 million, or 36.3%, to $49.3 million for the nine months ended June 30, 2024 compared to $36.2 million for the nine months ended June 30, 2023. The increase in cash provided by operating activities was due to increases in both cash provided by working capital and net income as adjusted for non-cash items.

Investing Activities

Net cash used in investing activities increased $7.5 million, or 30.9%, to $31.8 million for the nine months ended June 30, 2024 compared to $24.3 million for the nine months ended June 30, 2023. This increase was primarily the result of an increase in property and equipment of $7.8 million, partially offset by a decrease in other intangibles of $0.3 million during the nine months ended June 30, 2024 compared to the nine months ended June 30, 2023, and was attributed to the timing of new store openings, relocations/remodels, and software projects under development.

27

We plan to spend approximately $3.2 million to $7.2 million on capital expenditures during the remainder of fiscal year 2024 primarily in connection with expected new store openings and store relocations/remodels.

Acquisition of property and equipment not yet paid decreased $3.7 million to $2.6 million for the nine months ended June 30, 2024 compared to $6.2 million for the nine months ended June 30, 2023 primarily due to the timing of payments related to new store openings and relocations/remodels.

Financing Activities

Net cash used in financing activities consists primarily of borrowings and repayments under our Credit Facility and dividends paid to stockholders. Net cash used in financing activities was $21.9 million for the nine months ended June 30, 2024 compared to $15.3 million for the nine months ended June 30, 2023. During the nine months ended June 30, 2024, we paid cash dividends of $29.6 million, including a special cash dividend to stockholders of $22.7 million.

Credit Facility

The revolving commitment amount under the Revolving Facility is $75.0 million, including a $5.0 million sub-limit for standby letters of credit. We borrowed $35.0 million under the Term Loan Facility in December 2020. The operating company is the borrower under the Credit Facility and its obligations under the Credit Facility are guaranteed by the holding company and Vitamin Cottage Two Ltd. Liability Company (VC2). The Credit Facility is secured by a lien on substantially all of the Company’s assets. The Company has the right to borrow, prepay and re-borrow amounts under the Revolving Facility at any time prior to the maturity date without premium or penalty. On November 16, 2023, we amended the Credit Facility to: (i) increase our aggregate revolving commitments from $50.0 million to $75.0 million; (ii) extend the maturity date of the Revolving Facility to November 16, 2028; (iii) permit payment of a one-time cash dividend of up to $25.0 million no later than December 31, 2023; and (iv) increase the Company’s restricted payment capacity by $2.5 million, allowing the Company to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount not to exceed $15.0 million during any fiscal year. The aggregate revolving commitment amount will be automatically and permanently reduced by $2.5 million annually until the Revolving Facility matures on November 16, 2028, unless we have previously exercised our option to reduce the aggregate revolving commitments to a lower amount.

Base rate loans under the Credit Facility bear interest at a fluctuating base rate as determined by the lenders’ administrative agent based on the most recent compliance certificate of the operating company and stated at the highest of: (i) the federal funds rate plus 0.50%; (ii) the prime rate; and (iii) Term SOFR plus 1.00%, less the lender spread based upon the Company’s consolidated leverage ratio. Term SOFR loans under the Credit Facility bear interest based on Term SOFR for the interest period plus the lender spread based upon the Company’s consolidated leverage ratio. The unused commitment fee is also based upon the Company’s consolidated leverage ratio. The Company is required to repay principal amounts outstanding under the Term Loan Facility in equal quarterly installments of approximately $0.4 million on the last day of each fiscal quarter, commencing on March 31, 2021 and ending on September 30, 2024. Amounts repaid on the Term Loan Facility may not be reborrowed.

The Credit Facility requires compliance with certain customary operational and financial covenants, including a consolidated leverage ratio. The Credit Facility also contains certain other customary limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions, among other limitations. Additionally, the Credit Facility prohibits the payment of cash dividends to the holding company from the operating company without the required lenders’ consent, provided that so long as no default exists or would arise as a result thereof, the operating company may pay cash dividends to the holding company in an amount sufficient to allow the holding company to: (i) pay various audit, accounting, tax, securities, indemnification, reimbursement, insurance and other reasonable expenses incurred in the ordinary course of business and (ii) repurchase shares of common stock and pay dividends on our common stock in an aggregate amount not to exceed $15.0 million during any fiscal year.

We had $16.6 million and no amounts outstanding under the Revolving Facility as of June 30, 2024 and September 30, 2023, respectively. As of June 30, 2024 and September 30, 2023, we had undrawn, issued and outstanding letters of credit of $2.2 million and $1.5 million, respectively, which were reserved against the amount available for borrowing under the Revolving Facility. We had $56.2 million and $48.5 million available for borrowing under the Revolving Facility as of June 30, 2024 and September 30, 2023, respectively. We had $1.7 million of outstanding borrowings under the fully drawn Term Loan Facility as of June 30, 2024.

As of June 30, 2024 and September 30, 2023, the Company was in compliance with all covenants under the Credit Facility.

Share Repurchases

Certain information about the Company's share repurchases is set forth under the heading "Share Repurchases" in Note 6 of Notes to Unaudited Interim Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

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Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements included in this Form 10-Q.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. Actual amounts may differ from these estimates. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. We evaluate our accounting policies and resulting estimates on an ongoing basis to make adjustments we consider appropriate under the facts and circumstances.

Critical accounting policies that affect our more significant judgments and estimates used in the preparation of our financial statements include accounting for income taxes, accounting for impairment of long-lived assets and accounting for leases, which are discussed in more detail under the caption “Critical Accounting Policies” under Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Form 10-K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes regarding our market risk position from the information provided under Item 7A – “Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officers and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our principal executive officers and principal financial and accounting officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. Other Information

Item 1.  Legal Proceedings

We periodically are involved in legal proceedings, including labor and employment-related claims, customer personal injury claims, investigations and other proceedings arising in the ordinary course of business. When the potential liability from a matter can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations and claims, the ultimate outcome may differ from our estimates. Although we cannot predict with certainty the ultimate resolution of any lawsuits, investigations and claims asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.

Item 1A.  Risk Factors

The following risk factor updates those disclosed in Part I, “Item 1A-Risk Factors,” of our Form 10-K.

Union activity among our Crew members or at third party transportation companies could disrupt our operations and harm our business.

In May 2024, a majority of Crew members at one of our stores in Oklahoma voted in favor of representation by the United Food and Commercial Workers Union (the UFCW). The UFCW has sought unsuccessfully to organize at certain other of our stores from time to time, and we could face organizing activities at other of our locations in the future. While the number of our Crew members represented by unions is not significant, the unionization of a significant portion of our workforce could result in work slowdowns, increase our labor costs and reduce the efficiency of our operations at affected locations, adversely affect our flexibility to run our business competitively, and otherwise have a material adverse effect on our business, financial condition and results of operations. Furthermore, our response to any union organizing efforts could adversely impact our reputation, adversely impact our relationship with our Crew members, expose us to legal and regulatory actions, or require us to incur additional costs to defend any such actions.

Furthermore, independent third-party transportation companies deliver the majority of our merchandise to our stores and to our customers. Some of these third parties employ personnel represented by labor unions. Disruptions in the delivery of merchandise or work stoppages by employees of these third parties could delay the timely receipt of merchandise, which could result in reduced inventory levels and sales and a loss of customer loyalty, and adversely impact our profitability, financial condition, and results of operations.

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Item 6.  Exhibits

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 5, 2012, File No. 333-182186)
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 5, 2012, File No. 333-182186)
31.1	Certification of Kemper Isely, a Principal Executive Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2	Certification of Zephyr Isely, a Principal Executive Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002
31.3	Certification of Todd Dissinger, Principal Financial Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1†	Certification of Principal Executive Officers and Principal Financial Officer Required Under 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from Natural Grocers by Vitamin Cottage, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023 (unaudited); (ii) Consolidated Statements of Income for the three and nine months ended June 30, 2024 and 2023 (unaudited); (iii) Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (unaudited); (iv) Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended June 30, 2024 and 2023 (unaudited); and (v) Notes to Unaudited Interim Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† The certifications attached as Exhibit 32.1 that accompany this Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Natural Grocers by Vitamin Cottage, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

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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 hereunto duly authorized on August 8, 2024.

Natural Grocers by Vitamin Cottage, Inc.
By:	/s/ KEMPER ISELY
	Kemper Isely, Co-President
	(Principal Executive Officer)
By:	/s/ TODD DISSINGER
	Todd Dissinger, Chief Financial Officer
	(Principal Financial and Accounting Officer)

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