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 MARCH 31, 2022

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 May 2, 2022 was 22,676,827.

Natural Grocers by Vitamin Cottage, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2022

Table of Contents

		Page Number
	PART I. Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of March 31, 2022 and September 30, 2021 (unaudited)	4
	Consolidated Statements of Income for the three and six months ended March 31, 2022 and 2021 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended March 31, 2022 and 2021 (unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Equity for the six months ended March 31, 2022 and 2021 (unaudited)	7
	Notes to Unaudited Interim Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
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 5.	Other Information	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 2022” refers to the year from October 1, 2021 to September 30, 2022).

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, business, labor market, competitive, market, regulatory and other factors, many of which are beyond our control. We believe 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, 2021 (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.

In addition, our actual results could differ materially from the forward-looking statements in this Form 10-Q due to risks and challenges related to the COVID-19 pandemic and the resulting government mandates, including: the length of time the COVID-19 pandemic continues; the inability of customers to shop due to illness or quarantine, isolation or stay-at-home orders; shifts in demand to more online shopping or to lower-priced or other perceived value offerings; the temporary inability of our employees to work due to illness; disruptions in the production of the products we sell; disruptions in the delivery of products to our stores; temporary store closures due to infections at our stores or government mandates; stay-at-home measures, safety directives and operating requirements imposed by local, state or federal governmental authorities; the extent and duration of adverse economic conditions resulting, directly or indirectly, from the COVID-19 pandemic and government mandates, including levels of consumer spending, the unemployment rate, interest rates and inflationary and deflationary trends; increased operating costs; and the extent and effectiveness of any COVID-19-related stimulus packages implemented by the federal and state governments. We believe these factors include those described in “Risk Factors.” 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)

	March 31, 2022		September 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	28,889		23,678
Accounts receivable, net		6,207		8,489
Merchandise inventory		106,650		100,546
Prepaid expenses and other current assets		3,462		2,914
Total current assets		145,208		135,627
Property and equipment, net		147,786		151,399
Other assets:
Operating lease assets, net		307,078		316,388
Finance lease assets, net		41,508		39,367
Deposits and other assets		475		530
Goodwill and other intangible assets, net		13,045		11,768
Total other assets		362,106		368,053
Total assets	$	655,100		655,079
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	68,028		68,949
Accrued expenses		24,903		26,589
Term loan facility, current portion		1,750		1,750
Operating lease obligations, current portion		33,836		33,308
Finance lease obligations, current portion		3,313		3,176
Total current liabilities		131,830		133,772
Long-term liabilities:
Term loan facility, net of current portion		17,938		21,938
Operating lease obligations, net of current portion		294,146		301,895
Finance lease obligations, net of current portion		41,940		39,450
Deferred income tax liabilities, net		15,401		15,293
Total long-term liabilities		369,425		378,576
Total liabilities		501,255		512,348
Commitments (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value, 50,000,000 shares authorized, and 22,669,038 and 22,620,417 shares issued and outstanding at March 31, 2022 and September 30, 2021, respectively		23		23
Additional paid-in capital		57,661		57,289
Retained earnings		96,161		85,419
Total stockholders’ equity		153,845		142,731
Total liabilities and stockholders’ equity	$	655,100		655,079

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 March 31,						Six months ended March 31,
	2022			2021			2022			2021
Net sales	$	271,822			259,198			549,110			524,243
Cost of goods sold and occupancy costs		195,040			187,371			393,591			379,391
Gross profit		76,782			71,827			155,519			144,852
Store expenses		59,605			58,422			118,941			118,752
Administrative expenses		8,172			6,358			15,465			13,662
Pre-opening expenses		141			341			225			530
Operating income		8,864			6,706			20,888			11,908
Interest expense, net		(545	)		(603	)		(1,089	)		(1,113	)
Income before income taxes		8,319			6,103			19,799			10,795
Provision for income taxes		(1,962	)		(1,399	)		(4,527	)		(2,459	)
Net income	$	6,357			4,704			15,272			8,336
Net income per share of common stock:
Basic	$	0.28			0.21			0.67			0.37
Diluted	$	0.28			0.21			0.67			0.37
Weighted average number of shares of common stock outstanding:
Basic		22,660,477			22,581,916			22,650,123			22,570,305
Diluted		22,819,526			22,737,646			22,790,114			22,715,098

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)

	Six months ended March 31,
	2022			2021
Operating activities:
Net income	$	15,272			8,336
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,020			15,057
Impairment of long-lived assets and store closing costs		95			105
Loss on disposal of property and equipment		85			—
Share-based compensation		590			487
Deferred income tax expense		107			1,089
Non-cash interest expense		12			11
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net		1,062			(477	)
Merchandise inventory		(6,104	)		1,719
Prepaid expenses and other assets		(623	)		(922	)
Income tax receivable		—			3,004
Operating lease assets		15,787			15,402
(Decrease) increase in:
Operating lease liabilities		(12,748	)		(15,861	)
Accounts payable		1,712			(7,142	)
Accrued expenses		(1,686	)		(3,503	)
Net cash provided by operating activities		27,581			17,305
Investing activities:
Acquisition of property and equipment		(10,855	)		(8,673	)
Acquisition of other intangibles		(1,586	)		(926	)
Proceeds from sale of property and equipment		16			—
Proceeds from property insurance settlements		130			58
Net cash used in investing activities		(12,295	)		(9,541	)
Financing activities:
Borrowings under revolving facility		4,000			—
Repayments under revolving facility		(4,000	)		—
Borrowings under term loan facility		—			35,000
Repayments under term loan facility		(4,000	)		(438	)
Finance lease obligation payments		(1,327	)		(1,369	)
Dividends to shareholders		(4,530	)		(48,288	)
Loan fees paid		—			(52	)
Payments on withholding tax for restricted stock unit vesting		(218	)		(174	)
Net cash used in financing activities		(10,075	)		(15,321	)
Net increase (decrease) in cash and cash equivalents		5,211			(7,557	)
Cash and cash equivalents, beginning of period		23,678			28,534
Cash and cash equivalents, end of period	$	28,889			20,977
Supplemental disclosures of cash flow information:
Cash paid for interest	$	290			165
Cash paid for interest on finance lease obligations, net of capitalized interest of $146 and $83, respectively		865			910
Income taxes paid		3,721			4,777
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property and equipment not yet paid	$	2,103			4,435
Acquisition of other intangibles not yet paid		354			233
Property acquired through operating lease obligations		6,571			7,287
Property acquired through finance lease obligations		4,129			106

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 Six Months Ended March 31, 2022 and March 31, 2021

(Unaudited)

(Dollars in thousands, except per share data)

	Common stock – $0.001 par value
	Shares outstanding		Amount		Additional paid-in capital		Retained earnings			Total stockholders’ equity
Balances September 30, 2021		22,620,417	$	23	$	57,289	$	85,419		$	142,731
Net income		—		—		—		8,915			8,915
Cash dividends		—		—		—		(2,263	)		(2,263	)
Issuance of common stock		23,473		—		—		—			—
Share-based compensation		—		—		171		—			171
Balances December 31, 2021		22,643,890		23		57,460		92,071			149,554
Net income		—		—		—		6,357			6,357
Cash dividends		—		—		—		(2,267	)		(2,267	)
Issuance of common stock		25,148		—		—		—			—
Share-based compensation		—		—		201		—			201
Balances March 31, 2022		22,669,038	$	23	$	57,661	$	96,161		$	153,845

	Common stock – $0.001 par value
	Shares outstanding		Amount		Additional paid-in capital		Retained earnings			Total stockholders’ equity
Balances September 30, 2020		22,546,765	$	23	$	56,752	$	116,291		$	173,066
Net income		—		—		—		3,632			3,632
Cash dividends		—		—		—		(46,706	)		(46,706	)
Issuance of common stock		16,884		—		—		—			—
Share-based compensation		—		—		166		—			166
Balances December 31, 2020		22,563,649		23		56,918		73,217			130,158
Net income		—		—		—		4,704			4,704
Cash dividends		—		—		—		(1,582	)		(1,582	)
Issuance of common stock		31,818		—		—		—			—
Share-based compensation		—		—		147		—			147
Balances March 31, 2021		22,595,467	$	23	$	57,065	$	76,339		$	133,427

See accompanying notes to unaudited interim consolidated financial statements.

7

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Notes to Unaudited Interim Consolidated Financial Statements

March 31, 2022 and 2021

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, body care products and dietary supplements. The Company operates its retail stores under its trademark Natural Grocers by Vitamin Cottage®. The Company operated 162 stores in 20 states as of each of March 31, 2022 and September 30, 2021. 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 December 2019, the FASB issued ASU 2019-12, “Income Taxes,” Topic 740, “Simplifying the Accounting for Income Taxes” (ASU 2019-12). The new guidance simplified the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements, and interim recognition of enactment of tax laws or rate changes. The provisions of ASU 2019-12 were effective for the Company’s first quarter of the fiscal year ending September 30, 2022. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements for the three and six months ended March 31, 2022.

8

 

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” 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 provisions of ASU 2016-13 will be effective for the Company’s first quarter of the fiscal year ending September 30, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these provisions will have on its consolidated financial statements, but does not anticipate that these provisions will have material impacts on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform,” Topic 848, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04). 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 LIBOR or another reference rate expected to be discontinued because of reference rate reform. The interest rate currently payable under the Company’s Credit Facility is based on LIBOR; however, the terms of our Credit Facility provide for a LIBOR successor rate once LIBOR is discontinued. The guidance only applies to modifications made prior to December 31, 2022. The Company does not anticipate that this ASU will have a material impact on its 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.

The balance of contract liabilities related to unredeemed gift cards was $1.5 million as of each of March 31, 2022 and September 30, 2021. Revenue for the three months ended March 31, 2022 and 2021 includes $0.2 million and $0.1 million, respectively, that was included in the contract liability balance of unredeemed gift cards at September 30, 2021 and 2020, respectively. Revenue for the six months ended March 31, 2022 and 2021 includes approximately $0.7 million and $0.4 million, respectively, that was included in the contract liability balance of unredeemed gift cards at September 30, 2021 and 2020, respectively.

The following table disaggregates our revenue by product category for the three and six months ended March 31, 2022 and 2021, dollars in thousands and as a percentage of net sales:

	Three months ended March 31,							Six months ended March 31,
	2022				2021			2022			2021
Grocery	$	188,814	70	%		180,457	70		380,843	69		366,072	70
Dietary supplements		58,135	21			53,901	21		116,207	21		107,125	20
Other		24,873	9			24,840	9		52,060	10		51,046	10
	$	271,822	100	%		259,198	100		549,110	100		524,243	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 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 Company’s earnings.

9

 

Presented below are basic and diluted EPS for the three and six months ended March 31, 2022 and 2021, dollars in thousands, except per share data:

	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Net income	$	6,357		4,704		15,272		8,336
Weighted average number of shares of common stock outstanding		22,660,477		22,581,916		22,650,123		22,570,305
Effect of dilutive securities		159,049		155,730		139,991		144,793
Weighted average number of shares of common stock outstanding including effect of dilutive securities		22,819,526		22,737,646		22,790,114		22,715,098
Basic earnings per share	$	0.28		0.21		0.67		0.37
Diluted earnings per share	$	0.28		0.21		0.67		0.37

There were 11,466 and 11,866 non-vested RSUs for the three and six months ended March 31, 2022, respectively, excluded from the calculation of diluted EPS as they were antidilutive. There were 4,296 and 2,973 non-vested RSUs for the three and six months ended March 31, 2021, respectively, excluded from the calculation of diluted EPS as they were antidilutive.

5. Debt

Credit Facility

The Company is party to a Credit Facility, entered into on January 28, 2016 and subsequently amended, consisting of a $50.0 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 $50.0 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 Credit Facility matures on November 13, 2024. 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) the Eurodollar rate plus 1.00%, less the lender spread based upon the Company’s consolidated leverage ratio. Eurodollar rate borrowings under the Credit Facility bear interest based on the London Interbank Offered Rate, or its successor (LIBOR), 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 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 $10.0 million during any fiscal year.

On November 18, 2020, the Company entered into the Fourth Amendment to the Credit Facility (the Fourth Amendment) to provide for the Term Loan Facility and to permit payment of a one-time dividend of up to $50.0 million no later than December 31, 2020.

10

 

The Company had no amounts outstanding under the Revolving Facility as of each of March 31, 2022 and September 30, 2021. The Company had undrawn, issued and outstanding letters of credit of $1.0 million as of each of March 31, 2022 and September 30, 2021, which were reserved against the amount available for borrowing under the terms of the Revolving Facility. The Company had $49.0 million available for borrowing under the Revolving Facility as of each of March 31, 2022 and September 30, 2021. The Company had $19.7 million outstanding under its fully drawn Term Loan Facility as of March 31, 2022.

As of March 31, 2022 and September 30, 2021, the Company was in compliance with the financial covenants under the Credit Facility.

Lease Obligations

As of March 31, 2022 and September 30, 2021, the Company had 21 and 20 leases that were classified as finance leases, respectively. 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 inception of the lease.

Interest

The Company incurred gross interest expense of approximately $0.6 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively, and approximately $1.2 million for each of the six months ended March 31, 2022 and 2021. Interest expense for the three and six months ended March 31, 2022 and 2021 relates primarily to interest on finance lease obligations and the Credit Facility. The Company capitalized interest of less than $0.1 million for each of the three months ended March 31, 2022 and 2021, and $0.1 million for each of the six months ended March 31, 2022 and 2021.

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, including most recently in May 2022, and the program will terminate on May 31, 2024. 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 Company did not repurchase any shares of common stock during the three and six months ended March 31, 2022 and 2021. The dollar value of the shares of the Company’s common stock that may yet be repurchased under the share repurchase program is $8.3 million.

During the three and six months ended March 31, 2022 and 2021, the Company reissued no treasury shares. As of each of March 31, 2022 and September 30, 2021, the Company held no treasury shares.

Dividends

The Company paid quarterly cash dividends of $0.10 and $0.07 per share of common stock in each of the first two quarters of fiscal years 2022 and 2021, respectively, and a special cash dividend of $2.00 per share of common stock in the first quarter of fiscal year 2021.

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

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Most leases include one or more options to renew, with renewal terms normally expressed in periods of five 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.

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. We use 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 lease terms extend through fiscal year 2030. 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 and one finance lease 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 July 2040 and include various options to renew. The terms and rental rates of these leases are similar to leases that would be entered into with nonrelated parties and are at prevailing market rental rates. As of March 31, 2022, these leases accounted for $7.1 million of right-of-use assets and $7.4 million of lease liabilities 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 March 31, 2022 and 2021 and $0.7 million for each of the six months ended March 31, 2022 and 2021.

The components of total lease cost for the three and six months ended March 31, 2022 and 2021 were as follows, dollars in thousands:

		Three months ended March 31,						Six months ended March 31,
Lease cost	Classification	2022			2021			2022			2021
Operating lease cost:
	Cost of goods sold and occupancy costs	$	10,720			10,603			21,450			21,239
	Store expenses		98			79			178			159
	Administrative expenses		71			76			147			152
	Pre-opening expenses		—			128			—			154
Finance lease cost:
Depreciation of right-of-use assets	Store expenses		973			926			1,947			1,809
	Pre-opening expenses (2)		40			—			40			22
Interest on lease liabilities	Store expenses		482			506			972			993
	Pre-opening expenses (2)		39			—			39			—
Short-term lease cost	Store expenses		601			621			1,210			1,158
Variable lease cost	Cost of goods sold and occupancy costs (1)		1,470			891			2,868			2,707
Sublease income	Store expenses		(46	)		(70	)		(154	)		(163	)
Total lease cost		$	14,448			13,760			28,697			28,230

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

² Pre-opening expenses for prior periods have been reclassified from store expenses to be consistent with the current period presentation.

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Additional information related to the Company’s leases for the three and six months ended March 31, 2022 and 2021 were as follows, dollars in thousands:

	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,576		11,052		18,735		22,189
Operating cash flows from finance leases		521		493		1,011		993
Financing cash flows from finance leases		588		694		1,327		1,369
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases		1,519		4,518		6,571		7,287
Finance leases		4,129		—		4,129		106

Additional information related to the Company’s leases as of March 31, 2022 and 2021 was as follows:

	March 31, 2022			March 31, 2021
Weighted-average remaining lease term (in years):
Operating leases		10.8			11.4
Finance leases		12.8			12.0
Weighted-average discount rate:
Operating leases		3.6	%		3.6
Finance leases		4.9	%		5.1

In the six months ended March 31, 2022, the Company incurred a charge of $0.1 million related to operating right-of-use assets associated with an early store relocation. In the six months ended March 31, 2021, the Company paid $0.3 million in lease termination costs to terminate the lease associated with one store that closed in the first quarter of fiscal year 2019. In association with the lease termination, the Company wrote off $0.6 million in operating right-of-use assets and $0.8 million in operating lease liabilities and recorded a $0.2 million gain in store expenses.

Future lease payments under non-cancellable leases as of March 31, 2022 were as follows, dollars in thousands:

Fiscal Year	Operating leases			Finance leases			Total
Remainder of 2022	$	22,629			2,579			25,208
2023		44,655			5,423			50,078
2024		43,057			5,489			48,546
2025		41,406			5,499			46,905
2026		38,197			5,542			43,739
Thereafter		209,633			35,789			245,422
Total future undiscounted lease payments		399,577			60,321			459,898
Less imputed interest		(71,595	)		(15,068	)		(86,663	)
Total reported lease liability		327,982			45,253			373,235
Less current portion		(33,836	)		(3,313	)		(37,149	)
Noncurrent lease liability	$	294,146			41,940			336,086

The table above excludes $29.9 million of legally binding minimum lease payments for leases that had been executed as of March 31, 2022 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 March 31, 2022 and September 30, 2021, dollars in thousands:

					As of
	Useful lives (in years)				March 31, 2022			September 30, 2021
Construction in process			n/a		$	6,009			2,268
Land			n/a			6,272			6,062
Buildings		16	–	40		34,481			34,531
Land improvements		1	–	24		1,792			1,782
Leasehold and building improvements		1	–	25		160,199			159,800
Fixtures and equipment		5	–	7		147,695			145,754
Computer hardware and software		3	–	5		25,297			25,068
						381,745			375,265
Less accumulated depreciation and amortization						(233,959	)		(223,866	)
Property and equipment, net					$	147,786			151,399

Depreciation and amortization expense for the three and six months ended March 31, 2022 and 2021 is summarized as follows, dollars in thousands:

	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Depreciation and amortization expense included in cost of goods sold and occupancy costs	$	242		213		481		428
Depreciation and amortization expense included in store expenses		6,278		6,913		12,805		14,019
Depreciation and amortization expense included in administrative expenses		347		294		694		588
Depreciation and amortization expense included in pre-opening expenses (1)		40		—		40		22
Total depreciation and amortization expense	$	6,907		7,420		14,020		15,057

¹ Pre-opening depreciation and amortization expenses for prior periods have been reclassified from store expenses to be consistent with the current period presentation.

9. Goodwill and Other Intangible Assets

The Company had the following goodwill and other intangible asset balances as of March 31, 2022 and September 30, 2021, dollars in thousands:

					As of
	Useful lives (in years)				March 31, 2022			September 30, 2021
Amortizable intangible assets:
Other intangibles		0.5	–	3	$	4,200			3,754
Less accumulated amortization						(3,446	)		(3,139	)
Amortizable intangible assets, net						754			615
Other intangibles in process						6,657			5,507
Trademark		Indefinite				389			389
Deferred financing costs, net						47			59
Total other intangibles, net						7,847			6,570
Goodwill		Indefinite				5,198			5,198
Total goodwill and other intangibles, net					$	13,045			11,768

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10. Accrued Expenses

The composition of accrued expenses as of March 31, 2022 and September 30, 2021 is summarized as follows, dollars in thousands:

	As of
	March 31,		September 30,
	2022		2021
Payroll and employee-related expenses	$	12,323		13,243
Accrued property, sales, and use tax payable		6,949		8,322
Accrued marketing expenses		746		713
Deferred revenue related to gift card sales		1,772		2,157
Other		3,113		2,154
Total accrued expenses	$	24,903		26,589

11. Income Taxes

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 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 and one finance lease 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 approximately $0.3 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively, and $0.5 million for each of the six months ended March 31, 2022 and 2021.

Isely Family Land Trust LLC: The Company has one operating lease 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 approximately $0.1 million for each of the three months ended March 31, 2022 and 2021 and was approximately $0.2 million for each of the six months ended March 31, 2022 and 2021.

FTVC LLC: The Company has one operating lease for a store location 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 March 31, 2022 and 2021 and was less than $0.1 million for each of the six months ended March 31, 2022 and 2021.

13. Commitments and Contingencies

In January 2020, a former assistant store manager filed a purported class action lawsuit in the United States District Court for the District of Colorado on behalf of current and former assistant store managers alleging that the Company violated the Fair Labor Standards Act (FLSA) and Colorado labor laws by misclassifying the assistant store managers as exempt. The alleged violations relate to failure to pay for overtime work. In November 2020, the court granted plaintiffs’ motion for conditional certification with regard to the FLSA claim. In September 2021, the court ordered 56 opt-in plaintiffs to individual arbitration, leaving 101 FLSA plaintiffs in the FLSA collective action. The litigation is currently in the discovery stage. The Company believes these claims are without merit and intends to defend the matter vigorously. Given the preliminary stage of the case and the legal standards that must be met for, among other things, class certification, the Company is unable to reasonably estimate at this time the possible range of loss, if any, that may result from this action.

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The Company is periodically involved in various legal proceedings that are incidental to the conduct of its business, including but not limited to employment discrimination claims, customer injury claims, and investigations. 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 Events

On May 4, 2022, the Board authorized an extension of the Company’s share repurchase program. As a result of such extension, the share repurchase program will terminate on May 31, 2024.

On May 4, 2022, the Board approved the payment of a quarterly cash dividend of $0.10 per share of common stock to be paid on June 15, 2022 to stockholders of record as of the close of business on May 31, 2022.

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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 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, body care products and dietary supplements 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 March 31, 2022, we operated 162 stores in 20 states, including Colorado, Arkansas, Arizona, Idaho, Iowa, Kansas, Louisiana, Minnesota, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, Texas, Utah, Washington and Wyoming. We also operate a bulk food repackaging facility and distribution center in Golden, Colorado.

Our stores range from approximately 5,000 to 16,000 selling square feet, and average approximately 11,000 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, 2021, we increased our store count at a compound annual growth rate of 5.2%. In fiscal year 2021, we opened three new stores and relocated/remodeled five existing stores. We plan to open four to five new stores and relocate/remodel two stores in fiscal year 2022. As of the date of this report, we have signed leases or acquired property for an additional six new stores that we plan to open in fiscal years 2022 and beyond. During the six months ended March 31, 2022, we relocated/remodeled one store. Between April 1, 2022 and the date of this Form 10-Q, we opened one new store and closed one store.

Performance Highlights

Key highlights of our performance for the three and six months ended March 31, 2022 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 $271.8 million for the three months ended March 31, 2022, an increase of $12.6 million, or 4.9%, compared to net sales of $259.2 million for the three months ended March 31, 2021. Net sales were $549.1 million for the six months ended March 31, 2022, an increase of $24.9 million, or 4.7%, compared to net sales of $524.2 million for the six months ended March 31, 2021.

● Daily average comparable store sales. Daily average comparable store sales for the three months ended March 31, 2022 increased 4.3% compared to the three months ended March 31, 2021. Daily average comparable store sales for the six months ended March 31, 2022 increased 4.1% compared to the six months ended March 31, 2021.

● Net income. Net income was $6.4 million for the three months ended March 31, 2022, an increase of $1.7 million, or 35.1%, compared to net income of $4.7 million for the three months ended March 31, 2021. Net income was $15.3 million for the six months ended March 31, 2022, an increase of $6.9 million, or 83.2%, compared to net income of $8.3 million for the six months ended March 31, 2021.

● EBITDA. Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $15.8 million for the three months ended March 31, 2022, an increase of $1.6 million, or 11.6%, compared to $14.1 million for the three months ended March 31, 2021. EBITDA was $34.9 million for the six months ended March 31, 2022, an increase of $7.9 million, or 29.5%, compared to $27.0 million for the six months ended March 31, 2021. 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 $16.1 million for the three months ended March 31, 2022, an increase of $1.7 million, or 11.8%, compared to $14.4 million for the three months ended March 31, 2021. Adjusted EBITDA was $35.6 million for the six months ended March 31, 2022, an increase of $7.7 million, or 27.8%, compared to $27.9 million for the six months ended March 31, 2021. 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 March 31, 2022, cash and cash equivalents was $28.9 million, and there was $49.0 million available for borrowing under our Revolving Facility, net of undrawn, issued and outstanding letters of credit of $1.0 million.

● New store growth. We opened no new stores during the six months ended March 31, 2022. We operated a total of 162 stores as of March 31, 2022. We plan to open a total of four to five new stores in fiscal year 2022, which would result in an annual new store growth rate of between 2.5% and 3.1% for fiscal year 2022.

● Store Relocations/Remodels. We relocated/remodeled one store during the six months ended March 31, 2022.

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:

● COVID-19 pandemic. On March 11, 2020, the World Health Organization announced that COVID-19 infections had become a pandemic, and on March 13, 2020, the U.S. President announced a National Emergency relating to the disease. During the course of the COVID-19 pandemic, federal, state and local authorities have imposed, from time to time, a number of public health mandates intended to prevent the spread of the virus, including vaccination mandates, social distancing, quarantine, wearing face coverings, and “stay-at-home” measures and certain of these public health mandates have had an adverse impact on the U.S. economy. Additional negative financial markets and industry-specific impacts could result from future case surges, outbreaks, COVID-19 virus variants, the potential that current vaccines may be less effective or ineffective against future COVID-19 virus variants, and the risk that large groups of the population may not receive vaccinations against COVID-19. The long-term economic impact of the COVID-19 pandemic is unknown at this time.

● Impact of the COVID-19 pandemic on our operations. We believe we have acted proactively in response to the COVID-19 pandemic and the resulting government mandates. To date, all of our stores have continued operating since the start of the COVID-19 pandemic. We have experienced increased levels of net sales and average transaction size due to the COVID-19 pandemic as public health measures have been implemented across our footprint from time to time and customers have adjusted to these new circumstances by consuming more food at home. The COVID-19 pandemic and government mandates have also led to an increase in online orders for home delivery, which we offer at substantially all our stores in partnership with a third party. As a result of current global supply chain issues, partially attributable to the COVID-19 pandemic, we have 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 remain in relatively short supply or are unavailable from time to time.

● Future impact of the COVID-19 pandemic. We believe our proactive response to the COVID-19 pandemic has resulted in increased customer loyalty, but there can be no assurance we will continue to experience elevated levels of net sales, in particular, when the COVID-19 pandemic subsides. We expect the impact of the COVID-19 pandemic and government mandates on our financial condition, results of operations and cash flows will largely depend on the extent and duration of the COVID-19 pandemic, the governmental and public actions taken in response, including economic stabilization efforts, and the long-term effect the COVID-19 pandemic will have on the U.S. economy. Moreover, the COVID-19 pandemic and government mandates make it more challenging for management to estimate future performance of our business, particularly over the near term. See “The ongoing COVID-19 pandemic has impacted our operations and this or other future pandemics could materially impact our business, results of operations and financial condition” under “Item 1A.- Risk Factors” in our Form 10-K. Additional information regarding the impact of the COVID-19 pandemic and government mandates on our business and results of operations is provided below in this MD&A.

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● 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, the level 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. During the second quarter and first half of fiscal 2022, the costs of certain goods we sell were impacted by levels of inflation that are higher than we have experienced in recent years. 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 our sales and profitability in the future. 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 work force 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. Since the onset of the COVID-19 pandemic, our ability to retain and attract store Crew members has been challenged by labor shortages broadly impacting the retail industry.

● 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 the impact of the COVID-19 pandemic and the availability of construction materials and equipment.

● 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.

● 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 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 basket 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 and dietary supplements.

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 the impact of the COVID-19 pandemic and the availability of construction materials and equipment. Over the long term, 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 industry and regional and general economic conditions, including inflationary trends. In the future, 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.

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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, or basket 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.

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.

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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 right-of-use 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, primarily related to store relocations, as well as store closure and lease termination costs. Store expenses also include long-lived asset impairment charges. The majority of store expenses consist 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.

Income tax expense

Income taxes are accounted for in accordance with the provisions of 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. Income tax expense also includes excess tax benefits and deficiencies related to the vesting of restricted stock units.

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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 March 31,						Six months ended March 31,
	2022			2021			2022			2021
Statements of Income Data: *
Net sales		100.0	%		100.0			100.0			100.0
Cost of goods sold and occupancy costs		71.8			72.3			71.7			72.4
Gross profit		28.2			27.7			28.3			27.6
Store expenses		21.9			22.5			21.7			22.7
Administrative expenses		3.0			2.5			2.8			2.6
Pre-opening expenses		0.1			0.1			0.0			0.1
Operating income		3.3			2.6			3.8			2.3
Interest expense, net		(0.2	)		(0.2	)		(0.2	)		(0.2	)
Income before income taxes		3.1			2.4			3.6			2.1
Provision for income taxes		(0.7	)		(0.5	)		(0.8	)		(0.5	)
Net income		2.3	%		1.8			2.8			1.6
__________________________
*Figures may not sum due to rounding.
Number of stores at end of period		162			161			162			161
Number of new stores opened during the period		0			1			0			2
Number of stores relocated/remodeled during the period		0			1			1			1
Number of stores closed during the period		0			0			0			0
Twelve-month store unit growth rate		0.6	%		2.5			0.6			2.5
Change in daily average comparable store sales		4.3	%		(7.0	)		4.1			2.0

Three months ended March 31, 2022 compared to the three months ended March 31, 2021

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

	Three months ended March 31,						Change In
	2022			2021			Dollars			Percent
Statements of Income Data:
Net sales	$	271,822			259,198			12,624			4.9	%
Cost of goods sold and occupancy costs		195,040			187,371			7,669			4.1
Gross profit		76,782			71,827			4,955			6.9
Store expenses		59,605			58,422			1,183			2.0
Administrative expenses		8,172			6,358			1,814			28.5
Pre-opening expenses		141			341			(200	)		(58.7	)
Operating income		8,864			6,706			2,158			32.2
Interest expense, net		(545	)		(603	)		58			(9.6	)
Income before income taxes		8,319			6,103			2,216			36.3
Provision for income taxes		(1,962	)		(1,399	)		(563	)		40.2
Net income	$	6,357			4,704			1,653			35.1	%

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Net sales

Net sales increased $12.6 million, or 4.9%, to $271.8 million for the three months ended March 31, 2022 compared to $259.2 million for the three months ended March 31, 2021, due to an $11.1 million increase in comparable store sales and a $1.5 million increase in new store sales. Daily average comparable store sales increased 4.3% for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The daily average comparable store sales increase resulted from a 2.5% increase in daily average transaction size and a 1.8% increase in daily average transaction count. Comparable store average transaction size was $45.80 for the three months ended March 31, 2022. The increase in net sales during the three months ended March 31, 2022 was primarily driven by our customers’ response to COVID-19 pandemic trends early in the quarter, retail price inflation, marketing initiatives, promotional campaigns and increased engagement in our {N}power® customer loyalty program.

Gross profit

Gross profit increased $5.0 million, or 6.9%, to $76.8 million for the three months ended March 31, 2022 compared to $71.8 million for the three months ended March 31, 2021, primarily driven by increased sales volume. Gross profit reflects earnings after product and occupancy costs. Gross margin increased to 28.2% for the three months ended March 31, 2022 compared to 27.7% for the three months ended March 31, 2021. The increase in gross margin during the three months ended March 31, 2022 was primarily driven by improved product margin and store occupancy leverage.

Store expenses

Store expenses increased $1.2 million, or 2.0%, to $59.6 million for the three months ended March 31, 2022 compared to $58.4 million for the three months ended March 31, 2021. Store expenses as a percentage of net sales were 21.9% and 22.5% for the three months ended March 31, 2022 and 2021, respectively. The reduction in store expenses as a percentage of net sales reflects leverage created by higher sales and a more normalized operating environment compared to the prior fiscal year period.

Administrative expenses

Administrative expenses increased $1.8 million to $8.2 million for the three months ended March 31, 2022 compared to $6.4 million for the three months ended March 31, 2021. Administrative expenses as a percentage of net sales were 3.0% and 2.5% for the three months ended March 31, 2022 and 2021, respectively.

Pre-opening expenses

Pre-opening expenses were $0.1 million for the three months ended March 31, 2022 compared to $0.3 million for the three months ended March 31, 2021.

Interest expense, net

Interest expense, net of capitalized interest, was $0.5 million in the three months ended March 31, 2022 compared to $0.6 million in the three months ended March 31, 2021.

Income taxes

Income tax expense increased $0.6 million for the three months ended March 31, 2022 to $2.0 million compared to $1.4 million for the three months ended March 31, 2021. The Company’s effective income tax rate was approximately 23.6% and 22.9% for the three months ended March 31, 2022 and 2021, respectively.

Net income

Net income was $6.4 million, or $0.28 diluted earnings per share, for the three months ended March 31, 2022 compared to $4.7 million, or $0.21 diluted earnings per share, for the three months ended March 31, 2021.

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Six months ended March 31, 2022 compared to the six months ended March 31, 2021

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

	Six months ended March 31,						Change In
	2022			2021			Dollars			Percent
Statements of Income Data:
Net sales	$	549,110			524,243			24,867			4.7	%
Cost of goods sold and occupancy costs		393,591			379,391			14,200			3.7
Gross profit		155,519			144,852			10,667			7.4
Store expenses		118,941			118,752			189			0.2
Administrative expenses		15,465			13,662			1,803			13.2
Pre-opening expenses		225			530			(305	)		(57.5	)
Operating income		20,888			11,908			8,980			75.4
Interest expense, net		(1,089	)		(1,113	)		24			(2.2	)
Income before income taxes		19,799			10,795			9,004			83.4
Provision for income taxes		(4,527	)		(2,459	)		(2,068	)		84.1
Net income	$	15,272			8,336			6,936			83.2	%

Net sales

Net sales increased $24.9 million, or 4.7%, to $549.1 million for the six months ended March 31, 2022 compared to $524.2 million for the six months ended March 31, 2021, due to a $21.3 million increase in comparable store sales and a $3.6 million increase in new store sales. Daily average comparable store sales increased 4.1% for the six months ended March 31, 2022 compared to the six months ended March 31, 2021. The daily average comparable store sales increase resulted from a 2.4% increase in daily average transaction count and a 1.6% increase in daily average transaction size. Comparable store average transaction size was $45.57 for the six months ended March 31, 2022. The increase in net sales during the six months ended March 31, 2022 was primarily driven by our customers’ response to COVID-19 pandemic trends, retail price inflation, marketing initiatives, promotional campaigns and increased engagement in our {N}power® customer loyalty program.

Gross profit

Gross profit increased $10.7 million, or 7.4%, to $155.5 million for the six months ended March 31, 2022 compared to $144.9 million for the six months ended March 31, 2021, primarily driven by increased sales volumes. Gross profit reflects earnings after product and occupancy costs. Gross margin increased to 28.3% for the six months ended March 31, 2022 compared to 27.6% for the six months ended March 31, 2021. The increase in gross margin during the six months ended March 31, 2022 was primarily driven by improved product margin and store occupancy leverage.

Store expenses

Store expenses increased $0.2 million, or 0.2%, to $118.9 million for the six months ended March 31, 2022 compared to $118.8 million for the six months ended March 31, 2021. In the six months ended March 31, 2022, we recorded $0.1 million in operating lease asset impairment charges as a result of an early store relocation. In the six months ended March 31, 2021, we recorded $0.4 million in lease exit costs, primarily related to a lease termination fee associated with one store that closed in fiscal year 2019. Store expenses as a percentage of net sales were 21.7% and 22.7% for the six months ended March 31, 2022 and 2021, respectively. The reduction in store expenses as a percentage of net sales reflects leverage created by higher sales and a more normalized operating environment compared to the prior fiscal year period.

Administrative expenses

Administrative expenses increased $1.8 million to $15.5 million for the six months ended March 31, 2022 compared to $13.7 million for the six months ended March 31, 2021. Administrative expenses as a percentage of net sales were 2.8% and 2.6% for the six months ended March 31, 2022 and 2021, respectively.

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Pre-opening expenses

Pre-opening expenses were $0.2 million for the six months ended March 31, 2022 compared to $0.5 million for the six months ended March 31, 2021.

Interest expense

Interest expense, net of capitalized interest, remained flat at $1.1 million for each of the six months ended March 31, 2022 and 2021.

Income taxes

Income tax expense increased $2.1 million for the six months ended March 31, 2022 to $4.5 million compared to $2.5 million for the six months ended March 31, 2021. The Company’s effective income tax rate was approximately 22.9% and 22.8% for the six months ended March 31, 2022 and 2021, respectively.

Net income

Net income was $15.3 million, or $0.67 diluted earnings per share, for the six months ended March 31, 2022 compared to $8.3 million, or $0.37 diluted earnings per share, for the six months ended March 31, 2021.

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, lease exit costs, share-based compensation and non-recurring items. The adjustments to EBITDA for the six months ended March 31, 2022 included $0.1 million in operating lease asset impairment charges as a result of an early store relocation. The adjustments to EBITDA for the six months ended March 31, 2021 included $0.4 million in lease exit costs associated with one store that closed in fiscal year 2019.

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

	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Net income	$	6,357		4,704		15,272		8,336
Interest expense, net		545		603		1,089		1,113
Provision for income taxes		1,962		1,399		4,527		2,459
Depreciation and amortization		6,907		7,420		14,020		15,057
EBITDA		15,771		14,126		34,908		26,965
Impairment of long-lived assets and store closing costs		—		—		95		405
Share-based compensation		296		239		590		487
Adjusted EBITDA (1)	$	16,067		14,365		35,593		27,857

⁽¹⁾ Adjusted EBITDA for the three and six months ended March 31, 2021, as presented, has been recast to exclude share-based compensation to enhance the comparability of this measure between fiscal periods.

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EBITDA increased 11.6% to $15.8 million for the three months ended March 31, 2022 compared to $14.1 million for the three months ended March 31, 2021. EBITDA increased 29.5% to $34.9 million for the six months ended March 31, 2022 compared to $27.0 million for the six months ended March 31, 2021. EBITDA as a percentage of net sales was 5.8% and 5.4% for the three months ended March 31, 2022 and 2021, respectively. EBITDA as a percentage of net sales was 6.4% and 5.1% for the six months ended March 31, 2022 and 2021, respectively.

Adjusted EBITDA increased 11.8% to $16.1 million for the three months ended March 31, 2022 compared to $14.4 million for the three months ended March 31, 2021. Adjusted EBITDA increased 27.8% to $35.6 million for the six months ended March 31, 2022 compared to $27.9 million for the six months ended March 31, 2021. Adjusted EBITDA as a percentage of net sales was 5.9% and 5.5% for the three months ended March 31, 2022 and 2021, respectively. Adjusted EBITDA as a percentage of net sales was 6.5% and 5.3% for the six months ended March 31, 2022 and 2021, 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. Commencing with its financial reporting for fiscal year 2021, the Company revised its definition of Adjusted EBITDA to exclude share-based compensation. The Company’s historical presentation of Adjusted EBITDA, including for the three and six months ended March 31, 2021, did not exclude share-based compensation. However, Adjusted EBITDA for the three and six months ended March 31, 2021, as presented in this report, has been recast to exclude share-based compensation to enhance the comparability of this measure between fiscal periods. Management believes that excluding share-based compensation from Adjusted EBITDA will enhance investors’ ability to assess period-to-period comparisons of the Company’s operating performance and make more meaningful comparisons between our operating performance and the operating performance of our competitors.

Our competitors may define EBITDA and Adjusted EBITDA differently, and as a result, our measure 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 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.

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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.

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 $50.0 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 and corporate taxes. As of March 31, 2022, we had $28.9 million in cash and cash equivalents and $49.0 million available for borrowing under our Revolving Facility. On November 18, 2020, we entered into the $35.0 million Term Loan Facility maturing November 13, 2024.

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, including most recently in May 2022, and the program will terminate on May 31, 2024. We did not repurchase any shares during the six months ended March 31, 2022. The dollar value of the shares of the Company’s common stock that may yet be repurchased under the share repurchase program is $8.3 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.

On May 4, 2022, our Board approved the payment of a quarterly cash dividend of $0.10 per share of common stock to be paid on June 15, 2022 to stockholders of record as of the close of business on May 31, 2022. We paid quarterly cash dividends of $0.10 per share of common stock in each of the first two quarters of fiscal year 2022.

We plan to continue to open new 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 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:

	Six months ended March 31,
	2022			2021
Net cash provided by operating activities	$	27,581			17,305
Net cash used in investing activities		(12,295	)		(9,541	)
Net cash used in financing activities		(10,075	)		(15,321	)
Net increase (decrease) in cash and cash equivalents		5,211			(7,557	)
Cash and cash equivalents, beginning of period		23,678			28,534
Cash and cash equivalents, end of period	$	28,889			20,977

Operating Activities

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, share-based compensation, and changes in deferred taxes, and the effect of working capital changes. Cash provided by operating activities increased $10.3 million, or 59.4%, to $27.6 million for the six months ended March 31, 2022 compared to $17.3 million for the six months ended March 31, 2021. The increase in cash provided by operating activities was primarily due to an increase in net income adjusted for non-cash items as well as a reduction in the amount of cash used for working capital requirements, as compared to the amount of cash used for working capital in the prior fiscal year.

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Investing Activities

Net cash used in investing activities increased $2.8 million, or 28.9%, to $12.3 million for the six months ended March 31, 2022 compared to $9.5 million for the six months ended March 31, 2021. This increase was primarily the result of increases of $2.2 million and $0.7 million in property and equipment and other intangibles acquisitions during the six months ended March 31, 2022 compared to the six months ended March 31, 2021, respectively, due to the impact of the timing of new store, relocation/remodel, and software projects under development.

We plan to spend approximately $15.7 million to $22.7 million on capital expenditures during the remainder of fiscal year 2022 in connection with four to five new store openings and two store relocations/remodels. We anticipate that our new stores will require, on average, an upfront capital investment of approximately $2.2 million per store.

Acquisition of property and equipment not yet paid decreased $2.3 million to $2.1 million for the six months ended March 31, 2022 compared to $4.4 million for the six months ended March 31, 2021 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 $10.1 million for the six months ended March 31, 2022 compared to $15.3 million for the six months ended March 31, 2021

Credit Facility

The revolving commitment amount under the Revolving Facility is $50.0 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 18, 2020, we entered into the Fourth Amendment to provide for the Term Loan Facility and permit payment of a one-time dividend of up to $50.0 million no later than December 31, 2020.

Base rate borrowings 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) the Eurodollar rate plus 1.00%, less the lender spread based upon the Company’s consolidated leverage ratio. Eurodollar rate borrowings under the Credit Facility bear interest based on the London Interbank Offered Rate, or its successor rate (LIBOR), 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 $10.0 million during any fiscal year.

We had no amounts outstanding under the Revolving Facility as of each of March 31, 2022 and September 30, 2021. As of each of March 31, 2022 and September 30, 2021, we had undrawn, issued and outstanding letters of credit of $1.0 million, which were reserved against the amount available for borrowing under the Revolving Facility. We had $49.0 million available for borrowing under the Revolving Facility as of each of March 31, 2022 and September 30, 2021. We had $19.7 million of outstanding borrowings under the fully drawn Term Loan Facility as of March 31, 2022.

As of each of March 31, 2022 and September 30, 2021, the Company was in compliance with the financial covenants under the Credit Facility.

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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.

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 as of March 31, 2022.

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 various legal proceedings, including discrimination and other 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

There have been no material changes from the risk factors disclosed in Part I, Item 1A, of our Form 10-K.

Item 5. Other Information

Related Party Lease

On May 4, 2022, the Company and Chalet, a related party owned by members of the Isely family, entered into a ground lease for the Company’s store location and store support center in Lakewood, Colorado (the “Lease”) and terminated the previously disclosed Sublease, dated June 1, 2006, between the Company and Chalet for the same location. The Lease permits the Company to construct a new building on the property to replace its existing store and provides for an initial term of 20 years, subject to additional extensions. The Company will pay annual rent of approximately $0.3 million with a 5% increase every five years. As required under the Company’s Related Party Transaction policy, the Company’s Audit Committee approved the terms of the transaction. This disclosure is responsive to Items 1.01 and 1.02 of Form 8-K.

Extension of Share Repurchase Program

On May 4, 2022, our Board authorized an extension of the Company’s previously announced share repurchase program. As a result of such extension, the share repurchase program will terminate on May 31, 2024. The dollar value of the shares of common stock that may yet be repurchased under the share repurchase program is approximately $8.3 million. Repurchases 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 promulgated under the Securities Exchange Act of 1934, as amended, 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. 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. This disclosure is responsive to Item 8.01 of Form 8-K.

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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 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 filed with the Securities and Exchange Commission on July 5, 2012, File No. 333-182186)
10.1	Lease, dated May 4, 2022 between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc.
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 March 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2022 and September 30, 2021 (unaudited), (ii) Consolidated Statements of Income for the three and six months ended March 31, 2022 and 2021 (unaudited), (iii) Consolidated Statements of Cash Flows for the six months ended March 31, 2022 and 2021 (unaudited), (iv) Consolidated Statements of Changes in Stockholders’ Equity for the six months ended March 31, 2022 and 2021 (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 SEC 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 May 5, 2022.

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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