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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER:
Natural Grocers by Vitamin Cottage, Inc.
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(State or other jurisdiction of
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(I.R.S. Employer
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(Address of principal executive offices) |
(Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol |
Name of each exchange on which registered |
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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.
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).
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.
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Large accelerated filer ☐ |
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Non –accelerated filer ☐ |
Smaller reporting company
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Emerging growth company
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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
The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of May 3, 2021 was
Natural Grocers by Vitamin Cottage, Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2021
Table of Contents
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Page Number |
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Item 1. |
4 |
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Consolidated Balance Sheets as of March 31, 2021 and September 30, 2020 (unaudited) |
4 |
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5 |
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Consolidated Statements of Cash Flows for the six months ended March 31, 2021 and 2020 (unaudited) |
6 |
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7 |
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Notes to Unaudited Interim Consolidated Financial Statements |
8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
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Item 3. |
29 |
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Item 4. |
29 |
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Item 1. |
30 |
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Item 1A. |
30 |
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Item 6. |
31 |
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32 |
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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 2021 ” refers to the year from October 1, 2020 to September 30, 2021).
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, business, 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, 2020 (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; 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 from the COVID-19 pandemic and government mandates, including its impact on consumer spending, the unemployment rate, interest rates and inflationary and deflationary trends; disruptions in the production of the products we sell; disruptions in the delivery of products to our stores; 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 .
Item 1. Financial Statements
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)
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March 31, 2021 |
September 30, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
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Accounts receivable, net |
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Merchandise inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets: |
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Operating lease assets, net |
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Finance lease assets, net |
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Deposits and other assets |
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Goodwill and other intangible assets, net |
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Total other assets |
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Total assets |
$ |
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Liabilities and Stockholders ’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
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Accrued expenses |
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Term loan facility, current portion |
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Operating lease obligations, current portion |
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Finance lease obligations, current portion |
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Total current liabilities |
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Long-term liabilities: |
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Term loan facility, net of current portion |
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Operating lease obligations, net of current portion |
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Finance lease obligations, net of current portion |
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Deferred income tax liabilities, net |
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Total long-term liabilities |
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Total liabilities |
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Commitments (Note 13) |
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Stockholders’ equity: |
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Common stock, $ par value, shares authorized, and and shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively |
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Additional paid-in capital |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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See accompanying notes to unaudited interim consolidated financial statements.
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands, except per share data)
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Three months ended
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Six months ended
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2021 |
2020 |
2021 |
2020 |
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Net sales |
$ |
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Cost of goods sold and occupancy costs |
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Gross profit |
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Store expenses |
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Administrative expenses |
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Pre-opening and relocation expenses |
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Operating income |
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Interest expense, net |
(
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(
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(
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(
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Income before income taxes |
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Provision for income taxes |
(
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(
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(
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(
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Net income |
$ |
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Net income per common share: |
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Basic |
$ |
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Diluted |
$ |
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Weighted average number of shares of common stock outstanding: |
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Basic |
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Diluted |
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See accompanying notes to unaudited interim consolidated financial statements.
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
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Six months ended March 31, |
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2021 |
2020 |
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Operating activities: |
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Net income |
$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Impairment and store closing costs |
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Share-based compensation |
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Deferred income tax expense |
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Non-cash interest expense |
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Changes in operating assets and liabilities |
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(Increase) decrease in: |
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Accounts receivable, net |
(
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(
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Merchandise inventory |
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Prepaid expenses and other assets |
(
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(
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Income tax receivable |
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Operating lease asset |
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(Decrease) increase in: |
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Operating lease liability |
(
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(
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Accounts payable |
(
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Accrued expenses |
(
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Net cash provided by operating activities |
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Investing activities: |
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Acquisition of property and equipment |
(
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(
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Acquisition of other intangibles |
(
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(
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Proceeds from sale of property and equipment |
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Proceeds from property insurance settlements |
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Net cash used in investing activities |
(
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(
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Financing activities: |
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Borrowings under revolving facility |
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Repayments under revolving facility |
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(
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Borrowings under term loan facility |
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Repayments under term loan facility |
(
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Finance lease obligation payments |
(
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(
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Dividend to shareholders |
(
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(
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Loan fees paid |
(
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(
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Payments on withholding tax for restricted stock unit vesting |
(
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(
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Net cash used in financing activities |
(
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(
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Net (decrease) increase in cash and cash equivalents |
(
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ |
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ |
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Cash paid for interest on finance lease obligations, net of capitalized interest of $ and $ , respectively |
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Income taxes paid |
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Supplemental disclosures of non-cash investing and financing activities: |
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Acquisition of property and equipment not yet paid |
$ |
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Acquisition of other intangibles not yet paid |
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Property acquired through operating lease obligations |
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Property acquired through finance lease obligations |
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See accompanying notes to unaudited interim consolidated financial statements.
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Consolidated Statements of Changes in Stockholders ’ Equity
For the Six Months Ended March 31, 2021 and March 31, 2020
(Unaudited)
(Dollars in thousands, except per share data)
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Common stock – $0.001 par |
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value |
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Shares outstanding |
Amount |
Additional paid-in capital |
Retained earnings |
Treasury stock |
Total stockholders ’ equity |
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Balances September 30, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
— |
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Cash dividends |
— |
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(
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(
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Share-based compensation |
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Balances December 31, 2020 |
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Net income |
— |
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Cash dividends |
— |
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(
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(
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Share-based compensation |
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Balances March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common stock – $0.001 par |
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value |
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Shares outstanding |
Amount |
Additional paid-in capital |
Retained earnings |
Treasury stock |
Total stockholders ’ equity |
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Balances September 30, 2019 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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Net income |
— |
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Cash dividends |
— |
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(
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(
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Share-based compensation |
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Topic 842 transition impact |
— |
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Balances December 31, 2019 |
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(
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Net income |
— |
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Cash dividends |
— |
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(
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(
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Share-based compensation |
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(
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Balances March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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See accompanying notes to unaudited interim consolidated financial statements.
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2021 and 2020
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
®. As of
March 31, 2021,
the Company operated
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. Certain prior year amounts have been combined for consistency with current year presentation. 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
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 (including the fair value of assets acquired and liabilities assumed in a business combination), 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: allowances for self-insurance reserves; valuation of inventories; useful lives of property and equipment for depreciation and amortization; impairment of finite-lived intangible assets, long-lived assets, and goodwill; lease assumptions; accounting for income taxes; 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
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016 - 02, “Leases (Topic 842 )” in February 2016 and subsequently issued related ASUs in 2018 and 2019 (collectively, “ASC 842” ). ASC 842 requires lessees to recognize a right-of-use asset and corresponding lease liability for all leases with terms greater than 12 months. Under ASC 842, recognition, measurement and presentation of lease expenses depend on whether the lease is classified as a finance or operating lease.
The Company adopted ASC 842 on October 1, 2019, the first day of fiscal year 2020, using the modified retrospective transition approach. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, permits companies not to reassess prior conclusions on lease identification, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient.
The adoption of ASC
842
resulted in the recognition of operating lease assets and operating lease liabilities of $
Additionally, the Company recognized a cumulative effect adjustment, which increased retained earnings by $
In June 2018, the FASB issued ASU 2018 - 07, “Compensation-Stock Compensation,” Topic 718, “Improvements to Non-employee Share-Based Payment Accounting” (ASU 2018 - 07 ) as part of its Simplification Initiative to reduce complexity when accounting for share-based payments to non-employees. ASU 2018 - 07 expands the scope of Topic 718 to more closely align share-based payment transactions for acquiring goods and services from non-employees with the accounting for share-based payments to employees, with certain exceptions. The provisions of ASU 2018 - 07 were effective for the Company’s first quarter of the fiscal year ending September 30, 2020, with early adoption permitted. 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, 2021.
In January 2017, the FASB issued ASU 2017 - 04, “Simplifying the Test for Goodwill Impairment,” Topic 350, “Intangibles – Goodwill and Other” (ASU 2017 - 04 ). The amendments in ASU 2017 - 04 simplify the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the current two -step impairment test. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. ASU 2019 - 10 delayed the effective date of this ASU to align with the effective date of ASU 2016 - 13 (referred to below). Because the Company is a smaller reporting company, the provisions of ASU 2017 - 04 will be effective for the Company’s first quarter of the fiscal year ending September 30, 2024. Early adoption is permitted, and the Company early adopted for the year ended September 30, 2020. ASU 2017 - 04 did not have an impact on the Company’s consolidated financial statements for the three and six months ended March 31, 2021.
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.
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 simplifies 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 will be effective for the Company’s first quarter of the fiscal year ending September 30, 2022 with early adoption permitted. The Company does not anticipate that the adoption of these provisions will have a material impact 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, but recent amendments provide for a LIBOR successor rate once LIBOR is discontinued. The Company does not anticipate that the adoption of these provisions 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 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 $
The following table disaggregates our revenue by product category for the three and six months ended March 31, 2021 and 2020, dollars in thousands and as a percentage of net sales:
|
Three months ended March 31, |
Six months ended March 31, |
|||||||||||||||||||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||||||||||||||||||
|
Grocery |
$ |
|
|
% |
|
|
|
|
|
|
||||||||||||||||||||||
|
Dietary supplements |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Other |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| $ |
|
|
% |
|
|
|
|
|
|
|||||||||||||||||||||||
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.
Presented below are basic and diluted EPS for the three and six months ended March 31, 2021 and 2020, dollars in thousands, except per share data:
|
Three months ended
|
Six months ended
|
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Net income |
$ |
|
|
|
|
|||||||||||
|
Weighted average number of shares of common stock outstanding |
|
|
|
|
||||||||||||
|
Effect of dilutive securities |
|
|
|
|
||||||||||||
|
Weighted average number of shares of common stock outstanding including effect of dilutive securities |
|
|
|
|
||||||||||||
|
Basic earnings per share |
$ |
|
|
|
|
|||||||||||
|
Diluted earnings per share |
$ |
|
|
|
|
|||||||||||
There were
The Company paid a cash dividend of $
5. Debt
Credit Facility
The Company is party to a credit facility consisting of a $
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 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 $
On
November 13, 2019,
the Company amended the Credit Facility to extend the maturity date to
November 13, 2024
and permit the operating company to pay cash dividends to Natural Grocers in an amount sufficient to allow Natural Grocers to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount
not
to exceed $
The Company had
As of March 31, 2021 and September 30, 2020, the Company was in compliance with the financial covenants under the Credit Facility.
Lease Obligations
As of
March 31, 2021
and
September 30, 2020,
the Company had
Interest
The Company incurred gross interest expense of approximately $
6. Stockholders ’ Equity
Share Repurchases
In
May 2016,
the Board authorized a
-year share repurchase program pursuant to which the Company
may
repurchase up to $
The dollar value of the shares of the Company’s common stock that
may
yet be repurchased under the share repurchase program is $
Prior to
October 1, 2020,
the Company reissued
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
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.
Most leases include one or more options to renew, with renewal terms normally expressed in periods of 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’s short-term leases relate primarily to embedded leases. 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
The components of total lease cost for the three and six months ended March 31, 2021 and 2020 were as follows, dollars in thousands:
|
Three months ended March 31, |
Six months ended March 31, |
||||||||||||||||
|
Lease cost |
Classification |
2021 |
2020 |
2021 |
2020 |
||||||||||||
|
Operating lease cost: |
|||||||||||||||||
|
Cost of goods sold and occupancy costs |
$ |
|
|
|
|
||||||||||||
|
Store expenses |
|
|
|
|
|||||||||||||
|
Administrative expenses |
|
|
|
|
|||||||||||||
|
Pre-opening and relocation expenses |
|
|
|
|
|||||||||||||
|
Finance lease cost: |
|||||||||||||||||
|
Depreciation of right-of-use assets |
Store expenses (1) |
|
|
|
|
||||||||||||
|
Interest on lease liabilities |
Interest expense, net (1) |
|
|
|
|
||||||||||||
|
Short-term lease cost |
Store expenses |
|
|
|
|
||||||||||||
|
Variable lease cost |
Cost of goods sold and occupancy costs (2) |
|
|
|
|
||||||||||||
|
Sublease income |
Store expenses |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
||||||||
|
Total lease cost |
$ |
|
|
|
|
||||||||||||
1 Immaterial balances related to stores not yet open are included in pre-opening and relocation expenses.
2 Immaterial balances related to corporate headquarters and distribution center are included in administrative expenses and store expenses, respectively.
Additional information related to the Company’s leases for the three and six months ended March 31, 2021 and 2020 were as follows, dollars in thousands:
|
Three months ended March 31, |
Six months ended March 31, |
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||||||||||
|
Operating cash flows from operating leases |
$ |
|
|
|
|
|||||||||||
|
Operating cash flows from finance leases |
|
|
|
|
||||||||||||
|
Financing cash flows from finance leases |
|
|
|
|
||||||||||||
|
Right-of-use assets obtained in exchange for new lease liabilities: |
||||||||||||||||
|
Operating leases |
|
|
|
|
||||||||||||
|
Finance leases |
|
|
|
|
||||||||||||
Additional information related to the Company’s leases as of March 31, 2021 and 2020 were as follows:
|
March 31, 2021 |
March 31, 2020 |
|||||||
|
Weighted-average remaining lease term (in years): |
||||||||
|
Operating leases |
|
|
||||||
|
Finance leases |
|
|
||||||
|
Weighted-average discount rate: |
||||||||
|
Operating leases |
|
% |
|
|||||
|
Finance leases |
|
% |
|
|||||
In the
six
months ended
March 31, 2021,
the Company paid $
In addition, during the
six
months ended
March 31, 2020,
the Company purchased
one
store building that had previously been leased. This resulted in: (i) a $
Future lease payments under non-cancellable leases as of March 31, 2021 were as follows, dollars in thousands:
|
Fiscal Year |
Operating leases |
Finance leases |
Total |
|||||||||
|
Remainder of 2021 |
$ |
|
|
|
||||||||
|
2022 |
|
|
|
|||||||||
|
2023 |
|
|
|
|||||||||
|
2024 |
|
|
|
|||||||||
|
2025 |
|
|
|
|||||||||
|
Thereafter |
|
|
|
|||||||||
|
Total future undiscounted lease payments |
|
|
|
|||||||||
|
Less imputed interest |
(
|
) |
(
|
) |
(
|
) |
||||||
|
Total reported lease liability |
|
|
|
|||||||||
|
Less current portion |
(
|
) |
(
|
) |
(
|
) |
||||||
|
Noncurrent lease liability |
$ |
|
|
|
||||||||
The table above excludes $
8. Property and Equipment
The Company had the following property and equipment balances as of March 31, 2021 and September 30, 2020, dollars in thousands:
|
As of |
|||||||||||||
|
Useful lives (in years) |
March 31, 2021 |
September 30, 2020 |
|||||||||||
|
Construction in process |
n/a | $ |
|
|
|||||||||
|
Land |
n/a |
|
|
||||||||||
|
Buildings |
|
- |
|
|
|
||||||||
|
Land improvements |
|
– |
|
|
|
||||||||
|
Leasehold and building improvements |
|
– |
|
|
|
||||||||
|
Fixtures and equipment |
|
– |
|
|
|
||||||||
|
Computer hardware and software |
|
– |
|
|
|
||||||||
|
|
|
||||||||||||
|
Less accumulated depreciation and amortization |
(
|
) |
(
|
) |
|||||||||
|
Property and equipment, net |
$ |
|
|
||||||||||
Depreciation and amortization expense for the three and six months ended March 31, 2021 and 2020 is summarized as follows, dollars in thousands:
|
Three months ended
|
Six months ended
|
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Depreciation and amortization expense included in cost of goods sold and occupancy costs |
$ |
|
|
|
|
|||||||||||
|
Depreciation and amortization expense included in store expenses |
|
|
|
|
||||||||||||
|
Depreciation and amortization expense included in administrative expenses |
|
|
|
|
||||||||||||
|
Total depreciation and amortization expense |
$ |
|
|
|
|
|||||||||||
9. Goodwill and Other Intangible Assets
The Company had the following goodwill and other intangible asset balances as of March 31, 2021 and September 30, 2020, dollars in thousands:
|
As of |
|||||||||||||
|
Useful lives (in years) |
March 31, 2021 |
September 30, 2020 |
|||||||||||
|
Amortizable intangible assets: |
|||||||||||||
|
Other intangibles |
|
- |
|
$ |
|
|
|||||||
|
Less accumulated amortization |
(
|
) |
(
|
) |
|||||||||
|
Amortizable intangible assets, net |
|
|
|||||||||||
|
Other intangibles in process |
|
|
|||||||||||
|
Trademark |
Indefinite |
|
|
||||||||||
|
Total other intangibles, net |
|
|
|||||||||||
|
Goodwill |
Indefinite |
|
|
||||||||||
|
Total goodwill and other intangibles, net |
$ |
|
|
||||||||||
10. Accrued Expenses
The composition of accrued expenses as of March 31, 2021 and September 30, 2020 is summarized as follows, dollars in thousands:
|
As of |
||||||||
|
March 31, |
September 30, |
|||||||
|
2021 |
2020 |
|||||||
|
Payroll and employee-related expenses |
$ |
|
|
|||||
|
Accrued property, sales and use tax payable |
|
|
||||||
|
Accrued marketing expenses |
|
|
||||||
|
Deferred revenue related to gift card sales |
|
|
||||||
|
Income tax payable (1) |
|
|
||||||
|
Other (1) |
|
|
||||||
|
Total accrued expenses |
$ |
|
|
|||||
( 1 ) Certain prior year amounts have been reclassified for consistency with current year presentation.
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
operating leases and
finance lease with Chalet. Chalet is owned by the Company’s
non-independent Board members: Kemper Isely, Zephyr Isely, Heather Isely and Elizabeth Isely, and other related family members. Rent paid to Chalet was approximately $
Isely Family Land Trust LLC:
The Company has
operating lease with the 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 $
FTVC LLC:
The Company has
operating lease for a store location with FTVC, which is owned by the Company’s
non-independent Board members and other related family members. Rent paid to FTVC was less than $
13. Commitments and Contingencies
The Company is periodically involved in various legal proceedings that are incidental to the conduct of its business, including but not limited to employment-related 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 business, prospects, financial condition, cash flows or results of operations.
14. Subsequent Event
On
May 5, 2021,
the Board approved the payment of a cash dividend of $
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, 2021, we operated 161 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.
We offer a variety of natural and organic groceries and dietary supplements that meet our strict quality guidelines. 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, 2020, we increased our store count at a compound annual growth rate of 9.1%. In fiscal year 2020, we opened six new stores. We plan to open three to four new stores in fiscal year 2021, two of which opened during the six months ended March 31, 2021. As of the date of this report, we have signed leases for an additional five new stores that we plan to open in fiscal years 2021 and beyond. We plan to relocate/remodel four to five stores in fiscal year 2021, one of which opened in the six months ended March 31, 2021. Between April 1, 2021 and the date of this Form 10-Q, we did not open any new stores and we relocated one store.
Performance Highlights
Key highlights of our performance for the three and six months ended March 31, 2021 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 under the caption “Key Financial Metrics in Our Business,” presented later in this MD&A.
|
● |
Net sales. Net sales were $259.2 million for the three months ended March 31, 2021, a decrease of $18.3 million, or 6.6%, compared to net sales of $277.5 million for the three months ended March 31, 2020. Net sales were $524.2 million for the six months ended March 31, 2021, an increase of $16.7 million, or 3.3%, compared to net sales of $507.6 million for the six months ended March 31, 2020. |
|
● |
Daily average comparable store sales. Daily average comparable store sales for the three months ended March 31, 2021 decreased 7.0% compared to the three months ended March 31, 2020. Daily average comparable store sales for the six months ended March 31, 2021 increased 2.0% compared to the six months ended March 31, 2020. |
|
● |
Net income. Net income was $4.7 million for the three months ended March 31, 2021, a decrease of $5.0 million, or 51.6%, compared to net income of $9.7 million for the three months ended March 31, 2020. Net income was $8.3 million for the six months ended March 31, 2021, a decrease of $3.3 million, or 28.1%, compared to net income of $11.6 million for the six months ended March 31, 2020. |
|
● |
EBITDA. Earnings before interest, taxes, depreciation and amortization (EBITDA) was $14.1 million for the three months ended March 31, 2021, a decrease of $7.0 million, or 33.2%, compared to $21.1 million for the three months ended March 31, 2020. EBITDA was $27.0 million for the six months ended March 31, 2021, a decrease of $4.7 million, or 14.9%, compared to $31.7 million for the six months ended March 31, 2020. 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. |
|
● |
Adjusted EBITDA. Adjusted EBITDA was $14.1 million for the three months ended March 31, 2021, a decrease of $7.0 million, or 33.2%, compared to $21.1 million for the three months ended March 31, 2020. Adjusted EBITDA was $27.4 million for the six months ended March 31, 2021, a decrease of $4.3 million, or 13.7%, compared to $31.7 million for the six months ended March 31, 2020. 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, 2021, cash and cash equivalents was $21.0 million, and there was $48.7 million available for borrowing under our Revolving Facility, net of undrawn, issued and outstanding letters of credit of $1.3 million. |
|
● |
New store growth. We opened one new store during the three months ended March 31, 2021. We opened two new stores during the six months ended March 31, 2021. We operated a total of 161 stores as of March 31, 2021. We plan to open a total of three to four new stores in fiscal year 2021, which would result in an annual new store growth rate of 1.9% to 2.5% for fiscal year 2021. |
|
● |
Store Relocations/Remodels. We relocated/remodeled one store during the three and six months ended March 31, 2021. |
Industry Trends and Economics
We have identified the following 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. In response to the COVID-19 pandemic, federal, state and local authorities have implemented a number of public health mandates intended to prevent the spread of the virus, including social distancing, quarantine, wearing face coverings, and “stay-at-home” measures. While significant efforts to distribute COVID-19 vaccines to the public have commenced across the United States and many states have reopened their economies by easing restrictions, certain of these public health mandates have had an adverse impact on the U.S. economy. 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 been deemed “essential businesses” by relevant government authorities and 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 by states across our footprint and customers have adjusted to these new circumstances by consuming more food at home as restaurants have not fully reopened to pre-pandemic levels. 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. |
|
● |
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 pandemic subsides and government mandates are lifted. 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 pandemic, the governmental and public actions taken in response, including economic stabilization efforts, and the long-term effect the 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. |
|
● |
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, periods of recession and growth, the price of commodities, the political environment and consumer confidence. |
|
● |
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 comparable to recent years, depending on economic and business conditions and other factors, including the impact of the COVID-19 pandemic and related government mandates. |
|
● |
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 nutritional 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 upgraded 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 and a convenient 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 comparable to recent years, depending on economic and business conditions and other factors, including the impact of the COVID-19 pandemic and related government mandates. 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. In the future, we believe there are opportunities for increased leverage of costs and increased economics of scale in sourcing products. However, due to the fixed nature of certain of our costs (in particular, our rent obligations and related occupancy costs), our ability to leverage costs may be limited.
Our operating results may be affected by the above-described factors as well as a variety of other internal and external factors and trends described more fully in Item 1A - “Risk Factors” in our Form 10-K.
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 and 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 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, return transactions and exchange transactions. |
|
● |
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 increase sales. Rent payments for leases classified as finance lease obligations are not recorded in cost of goods sold and occupancy costs. Rather, these rent payments are recognized as a reduction of the related obligations and as interest expense.
Gross profit and gross margin
Gross profit is equal to our net sales less our cost of goods sold and occupancy costs. Gross margin is gross profit as a percentage of net sales. Gross margin is impacted by changes in retail prices, product costs, occupancy costs and the mix of products sold, as well as the rate at which we open new stores.
Store expenses
Store expenses consist of store-level expenses, such as salary and benefits, share-based compensation, supplies, utilities, depreciation, advertising, bank credit card charges and other related costs associated with operations and purchasing support. Depreciation expense included in store expenses relates to depreciation for assets directly used at the stores, including depreciation on land improvements, leasehold improvements, fixtures and equipment and computer hardware and software. 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, generally related to store relocations, as well as store closure and lease termination costs. 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 and relocation expenses
Pre-opening and relocation expenses 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 expense. Other pre-opening and relocation 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 and relocation costs are expensed as incurred.
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.
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
|
Six months ended
|
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Statements of Income Data:* |
||||||||||||||||
|
Net sales |
100.0 |
% |
100.0 | 100.0 | 100.0 | |||||||||||
|
Cost of goods sold and occupancy costs |
72.3 | 72.0 | 72.4 | 72.7 | ||||||||||||
|
Gross profit |
27.7 | 28.0 | 27.6 | 27.3 | ||||||||||||
|
Store expenses |
22.5 | 20.5 | 22.7 | 21.3 | ||||||||||||
|
Administrative expenses |
2.5 | 2.5 | 2.6 | 2.5 | ||||||||||||
|
Pre-opening and relocation expenses |
0.1 | 0.2 | 0.1 | 0.2 | ||||||||||||
|
Operating income |
2.6 | 4.8 | 2.3 | 3.2 | ||||||||||||
|
Interest expense, net |
(0.2 |
) |
(0.2 |
) |
(0.2 |
) |
(0.2 |
) |
||||||||
|
Income before income taxes |
2.4 | 4.6 | 2.1 | 3.0 | ||||||||||||
|
Provision for income taxes |
(0.5 |
) |
(1.1 |
) |
(0.5 |
) |
(0.7 |
) |
||||||||
|
Net income |
1.8 |
% |
3.5 | 1.6 | 2.3 | |||||||||||
|
__________________________ |
||||||||||||||||
|
*Figures may not sum due to rounding. |
||||||||||||||||
|
Number of stores at end of period |
161 | 157 | 161 | 157 | ||||||||||||
|
Number of new stores opened during the period |
1 | 2 | 2 | 4 | ||||||||||||
|
Number of stores relocated/remodeled during the period |
1 | 0 | 1 | 0 | ||||||||||||
|
Number of stores closed during the period |
0 | 0 | 0 | 0 | ||||||||||||
|
Twelve-month store unit growth rate |
2.5 |
% |
3.3 | 2.5 | 3.3 | |||||||||||
|
Change in daily average comparable store sales |
(7.0 |
) % |
17.0 | 2.0 | 9.7 | |||||||||||
Three months ended March 31, 2021 compared to the three months ended March 31, 2020
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 |
|||||||||||||||
|
2021 |
2020 |
Dollars |
Percent |
|||||||||||||
|
Statements of Income Data: |
||||||||||||||||
|
Net sales |
$ | 259,198 | 277,524 | (18,326 |
) |
(6.6 | )% | |||||||||
|
Cost of goods sold and occupancy costs |
187,371 | 199,701 | (12,330 |
) |
(6.2 |
) |
||||||||||
|
Gross profit |
71,827 | 77,823 | (5,996 |
) |
(7.7 |
) |
||||||||||
|
Store expenses |
58,422 | 56,878 | 1,544 | 2.7 | ||||||||||||
|
Administrative expenses |
6,358 | 7,038 | (680 |
) |
(9.7 |
) |
||||||||||
|
Pre-opening and relocation expenses |
341 | 650 | (309 |
) |
(47.5 |
) |
||||||||||
|
Operating income |
6,706 | 13,257 | (6,551 |
) |
(49.4 |
) |
||||||||||
|
Interest expense, net |
(603 |
) |
(516 |
) |
(87 |
) |
16.9 | |||||||||
|
Income before income taxes |
6,103 | 12,741 | (6,638 |
) |
(52.1 |
) |
||||||||||
|
Provision for income taxes |
(1,399 |
) |
(3,023 |
) |
1,624 | (53.7 |
) |
|||||||||
|
Net income |
$ | 4,704 | 9,718 | (5,014 |
) |
(51.6 |
) |
|||||||||
Net sales
Net sales decreased $18.3 million, or 6.6%, to $259.2 million for the three months ended March 31, 2021 compared to $277.5 million for the three months ended March 31, 2020, primarily due to a $22.1 million decrease in comparable store sales and a $3.8 million increase in new store sales. Daily average comparable store sales decreased 7.0% for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. The daily average comparable store sales decrease resulted from an 8.0% increase in daily average transaction size, offset by a 13.9% decrease in daily average transaction count. In the three months ended March 31, 2021, customers reduced their frequency of shopping trips as a result of social distancing practices associated with the COVID-19 pandemic and related government mandates, but increased their overall basket size per shopping trip. Comparable store average transaction size was $44.81 for the three months ended March 31, 2021. The decrease in net sales during the three months ended March 31, 2021 was primarily driven by the unprecedented level of net sales we experienced during the three months ended March 31, 2020, as our customers stockpiled groceries during the initial phase of the COVID-19 pandemic. While our net sales during the three months ended March 31, 2021 benefited from customers’ response to the COVID-19 pandemic and related government mandates, this trend moderated from the unprecedented levels experienced during the prior year period. Also contributing to the decrease in net sales during the three months ended March 31, 2021 was the adverse impact of severe cold and ice storms on our operations in the South Central and Pacific Northwest states.
Gross profit
Gross profit decreased $6.0 million, or 7.7%, to $71.8 million for the three months ended March 31, 2021 compared to $77.8 million for the three months ended March 31, 2020, primarily driven by the decreased sales volumes. Gross profit reflects earnings after product and occupancy costs. Gross margin decreased to 27.7% for the three months ended March 31, 2021 compared to 28.0% for the three months ended March 31, 2020. The decrease in gross margin during the three months ended March 31, 2021 was primarily driven by an increase in store occupancy expenses, as a percentage of net sales, partially offset by a modest improvement in product margin.
Store expenses
Store expenses increased $1.5 million, or 2.7%, to $58.4 million for the three months ended March 31, 2021 compared to $56.9 million for the three months ended March 31, 2020. Store expenses as a percentage of net sales were 22.5% and 20.5% for the three months ended March 31, 2021 and 2020, respectively. The increase in store expenses as a percentage of net sales is attributed to the deleverage associated with the decrease in sales volume and increased labor related expenses.
Administrative expenses
Administrative expenses decreased $0.7 million, or 9.7%, to $6.4 million for the three months ended March 31, 2021 compared to $7.0 million for the three months ended March 31, 2020. Administrative expenses as a percentage of net sales were 2.5% for each of the three months ended March 31, 2021 and 2020.
Pre-opening and relocation expenses
Pre-opening and relocation expenses decreased $0.3 million, or 47.5%, to $0.3 million for the three months ended March 31, 2021 compared to $0.7 million for the three months ended March 31, 2020, due to the impact of the number and timing of new store openings and relocations. We opened one new store during the three months ended March 31, 2021 compared to opening two new stores during the three months ended March 31, 2020. We did not relocate any stores during each of the three months ended March 31, 2021 and 2020. Pre-opening and relocation expenses as a percentage of net sales were 0.1% and 0.2% for the three months ended March 31, 2021 and 2020, respectively.
Interest expense, net
Interest expense, net of capitalized interest, was $0.6 million in the three months ended March 31, 2021 compared to $0.5 million in the three months ended March 31, 2020.
Income taxes
Income tax expense decreased $1.6 million for the three months ended March 31, 2021 to $1.4 million compared to $3.0 million for the three months ended March 31, 2020. The Company’s effective income tax rate was approximately 22.9% and 23.7% for the three months ended March 31, 2021 and 2020, respectively.
Net income
Net income was $4.7 million, or $0.21 diluted earnings per share, for the three months ended March 31, 2021 compared to $9.7 million, or $0.43 diluted earnings per share, for the three months ended March 31, 2020 primarily driven by the decrease in sales volumes and increase in store expenses.
Six months ended March 31, 2021 compared to the six months ended March 31, 2020
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 |
|||||||||||||||
|
2021 |
2020 |
Dollars |
Percent |
|||||||||||||
|
Statements of Income Data: |
||||||||||||||||
|
Net sales |
$ | 524,243 | 507,554 | 16,689 | 3.3 |
% |
||||||||||
|
Cost of goods sold and occupancy costs |
379,391 | 369,207 | 10,184 | 2.8 | ||||||||||||
|
Gross profit |
144,852 | 138,347 | 6,505 | 4.7 | ||||||||||||
|
Store expenses |
118,752 | 108,305 | 10,447 | 9.6 | ||||||||||||
|
Administrative expenses |
13,662 | 12,857 | 805 | 6.3 | ||||||||||||
|
Pre-opening and relocation expenses |
530 | 1,080 | (550 |
) |
(50.9 |
) |
||||||||||
|
Operating income |
11,908 | 16,105 | (4,197 |
) |
(26.1 |
) |
||||||||||
|
Interest expense, net |
(1,113 |
) |
(1,052 |
) |
(61 |
) |
5.8 | |||||||||
|
Income before income taxes |
10,795 | 15,053 | (4,258 |
) |
(28.3 |
) |
||||||||||
|
Provision for income taxes |
(2,459 |
) |
(3,467 |
) |
1,008 | (29.1 |
) |
|||||||||
|
Net income |
$ | 8,336 | 11,586 | (3,250 |
) |
(28.1 |
) |
|||||||||
Net sales
Net sales increased $16.7 million, or 3.3%, to $524.2 million for the six months ended March 31, 2021 compared to $507.6 million for the six months ended March 31, 2020, primarily due to a $7.1 million increase in comparable store sales and a $9.6 million increase in new store sales. Daily average comparable store sales increased 2.0% for the six months ended March 31, 2021 compared to the six months ended March 31, 2020. The daily average comparable store sales increase resulted from a 14.1% increase in daily average transaction size, partially offset by a 10.6% decrease in daily average transaction count. In the six months ended March 31, 2021, customers reduced their frequency of shopping trips as a result of social distancing practices associated with the COVID-19 pandemic and related government mandates, but increased their overall basket size per shopping trip. Comparable store average transaction size was $44.98 for the six months ended March 31, 2021. The increase in net sales during the six months ended March 31, 2021 was primarily driven by our customers’ response to the COVID-19 pandemic and related government mandates, partially offset by the adverse impact of severe cold and ice storms on our operations in the South Central and Pacific Northwest states. Also contributing to the increase in net sales during the six months ended March 31, 2021 were marketing initiatives, promotional campaigns and increased membership in and usage of the {N}power customer loyalty program.
Gross profit
Gross profit increased $6.5 million, or 4.7%, to $144.9 million for the six months ended March 31, 2021 compared to $138.3 million for the six months ended March 31, 2020, primarily driven by the increased sales volumes. Gross profit reflects earnings after product and occupancy costs. Gross margin increased to 27.6% for the six months ended March 31, 2021 compared to 27.3% for the six months ended March 31, 2020. The increase in gross margin during the six months ended March 31, 2021 was primarily driven by an improved product margin and a decrease in store occupancy and shrink expenses, as a percentage of net sales.
Store expenses
Store expenses increased $10.4 million, or 9.6%, to $118.8 million for the six months ended March 31, 2021 compared to $108.3 million for the six months ended March 31, 2020. 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 the first quarter of fiscal year 2019. Store expenses as a percentage of net sales were 22.7% and 21.3% for the six months ended March 31, 2021 and 2020, respectively. The increase in store expenses as a percentage of net sales is primarily attributed to increased labor related expenses.
Administrative expenses
Administrative expenses increased $0.8 million, or 6.3%, to $13.7 million for the six months ended March 31, 2021 compared to $12.9 million for the six months ended March 31, 2020. Administrative expenses as a percentage of net sales were 2.6% and 2.5% for the six months ended March 31, 2021 and 2020, respectively.
Pre-opening and relocation expenses
Pre-opening and relocation expenses decreased $0.6 million, or 50.9%, to $0.5 million for the six months ended March 31, 2021 compared to $1.1 million for the six months ended March 31, 2020, due to the impact of the number and timing of new store openings and relocations. We opened two new stores during the six months ended March 31, 2021 compared to opening four new stores during the six months ended March 31, 2020. We did not relocate any stores during each of the six months ended March 31, 2021 and 2020. Pre-opening and relocation expenses as a percentage of net sales were 0.1% and 0.2% for the six months ended March 31, 2021 and 2020, respectively.
Interest expense
Interest expense, net of capitalized interest, remained flat at $1.1 million for each of the six months ended March 31, 2021 and March 31, 2020.
Income taxes
Income tax expense decreased $1.0 million for the six months ended March 31, 2021 to $2.5 million compared to $3.5 million for the six months ended March 31, 2020. The Company’s effective income tax rate was approximately 22.8% and 23.0% for the six months ended March 31, 2021 and 2020, respectively.
Net income
Net income was $8.3 million, or $0.37 diluted earnings per share, for the six months ended March 31, 2021 compared to $11.6 million, or $0.51 diluted earnings per share, for the six months ended March 31, 2020.
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 and lease exit costs and non-recurring items. The adjustment to EBITDA for the six months ended March 31, 2021 related to lease exit costs associated with one store that closed in the first quarter of fiscal year 2019.
The following table reconciles net income to EBITDA and Adjusted EBITDA, dollars in thousands:
|
Three months ended
|
Six months ended
|
|||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
|||||||||||||
|
Net income |
$ | 4,704 | 9,718 | 8,336 | 11,586 | |||||||||||
|
Interest expense, net |
603 | 516 | 1,113 | 1,052 | ||||||||||||
|
Provision for income taxes |
1,399 | 3,023 | 2,459 | 3,467 | ||||||||||||
|
Depreciation and amortization |
7,420 | 7,888 | 15,057 | 15,595 | ||||||||||||
|
EBITDA |
14,126 | 21,145 | 26,965 | 31,700 | ||||||||||||
|
Lease exit costs |
— | — | 405 | — | ||||||||||||
|
Adjusted EBITDA |
$ | 14,126 | 21,145 | 27,370 | 31,700 | |||||||||||
EBITDA decreased 33.2% to $14.1 million in the three months ended March 31, 2021 compared to $21.1 million for the three months ended March 31, 2020. EBITDA decreased 14.9% to $27.0 million in the six months ended March 31, 2021 compared to $31.7 million for the six months ended March 31, 2020. EBITDA as a percentage of net sales was 5.4% and 7.6% in the three months ended March 31, 2021 and 2020, respectively. EBITDA as a percentage of net sales was 5.1% and 6.2% in the six months ended March 31, 2021 and 2020, respectively.
Adjusted EBITDA decreased 33.2% to $14.1 million in the three months ended March 31, 2021 compared to $21.1 million for the three months ended March 31, 2020. Adjusted EBITDA decreased 13.7% to $27.4 million in the six months ended March 31, 2021 compared to $31.7 million for the six months ended March 31, 2020. Adjusted EBITDA as a percentage of net sales was 5.4% and 7.6% in the three months ended March 31, 2021 and 2020, respectively. Adjusted EBITDA as a percentage of net sales was 5.2% and 6.2% in the six months ended March 31, 2021 and 2020, respectively.
EBITDA and Adjusted EBITDA as supplemental measures
Management believes some investors’ understanding of our performance is enhanced by including EBITDA and Adjusted EBITDA, non-GAAP financial measures. We believe EBITDA and Adjusted EBITDA provide additional information about: (i) our operating performance, because it assists us in comparing the operating performance of our stores on a consistent basis, as it removes 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 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 analysts’ and investors’ understanding of our business and our results of operations, as well as assisting analysts and investors in evaluating how well we are executing our strategic initiatives.
Our competitors may define EBITDA and Adjusted EBITDA differently, and as a result, our measure of EBITDA and Adjusted EBITDA may not be directly comparable to those of other companies. Items excluded from 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 an analytical tool, and should not be considered in isolation, or as an alternative to, 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 impact for single lease 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; |
|
● |
EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and |
|
● |
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. |
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as a measure 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 the Credit 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, corporate taxes and cash dividends. As of March 31, 2021, we had $21.0 million in cash and cash equivalents, as well as $48.7 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, which will terminate on May 31, 2022. We did not repurchase any shares during the six months ended March 31, 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. 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 will be dictated by our capital needs and stock market conditions.
We paid a special cash dividend of $2.00 per share and a quarterly cash dividend of $0.07 per share of common stock in the three months ended December 31, 2020. We paid a quarterly cash dividend of $0.07 per share of common stock in the three months ended March 31, 2021. On May 5, 2021, our Board approved the payment of a quarterly cash dividend of $0.07 per share of common stock to be paid on June 16, 2021 to stockholders of record as of the close of business on June 1, 2021.
We plan to continue to open new stores, which may require us to borrow additional amounts under the Revolving Facility. 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 for at least the next twelve months. 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, |
||||||||
|
2021 |
2020 |
|||||||
|
Net cash provided by operating activities |
$ | 17,305 | 53,360 | |||||
|
Net cash used in investing activities |
(9,541 |
) |
(20,131 |
) |
||||
|
Net cash used in financing activities |
(15,321 |
) |
(10,069 |
) |
||||
|
Net (decrease) increase in cash and cash equivalents |
(7,557 |
) |
23,160 | |||||
|
Cash and cash equivalents, beginning of period |
28,534 | 6,214 | ||||||
|
Cash and cash equivalents, end of period |
$ | 20,977 | 29,374 | |||||
Operating Activities
Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization and changes in deferred taxes, and the effect of working capital changes. Cash provided by operating activities decreased $36.1 million, or 67.6%, to $17.3 million for the six months ended March 31, 2021 compared to $53.4 million for the six months ended March 31, 2020. The decrease in cash provided by operating activities was primarily due to a decrease in net income adjusted for non-cash items as well as cash used for working capital requirements, as compared to cash provided from working capital in the prior year.
Investing Activities
Net cash used in investing activities decreased $10.6 million, or 52.6%, to $9.5 million for the six months ended March 31, 2021 compared to $20.1 million for the six months ended March 31, 2020. This decrease was primarily due to a $10.0 million decrease in property and equipment acquisitions during the six months ended March 31, 2021 compared to the six months ended March 31, 2020 due to the impact of the number and timing of 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. Cash used in financing activities was $15.3 million for the six months ended March 31, 2021 compared to $10.1 million for the six months ended March 31, 2020. During the six months ended March 31, 2021, the Company borrowed $35.0 million under the Term Loan Facility which was used to partially fund the $48.3 million of dividends paid to stockholders.
Credit Facility
The financing commitment 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 to partially fund the previously announced special cash dividend of $2.00 per common share. 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. On November 13, 2019, the Company amended the Credit Facility to extend the maturity date to November 13, 2024 and permit the operating company to pay cash dividends to Natural Grocers in an amount sufficient to allow Natural Grocers to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount not to exceed $10.0 million during any fiscal year. On November 18, 2020, the Company amended the Credit Facility 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 will 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, beginning on March 31, 2021 and ending on September 30, 2024, with the remaining principal amount payable on the maturity date. Amounts repaid on the Term Loan Facility may not be reborrowed.
The Credit Facility requires compliance with certain customary operational and financial covenants, including a consolidated leverage ratio. The Credit Facility also contains certain other customary limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions, among other limitations. Additionally, the Credit Facility prohibits the payment of cash dividends to the holding company from the operating company without the 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 March 31, 2021 and September 30, 2020, respectively. As of March 31, 2021 and September 30, 2020, we had undrawn, issued and outstanding letters of credit of $1.3 million, which were reserved against the amount available for borrowing under the Revolving Facility. We had $48.7 million available for borrowing under the Revolving Facility as of March 31, 2021 and September 30, 2020. We had $34.6 million of outstanding borrowings under the fully drawn Term Loan Facility as of March 31, 2021.
As of each of March 31, 2021 and September 30, 2020, the Company was in compliance with the financial covenants under the Credit Facility.
Share Repurchases
Certain information about the Company's share repurchases is set forth under the heading "Share Repurchases" in Note 6 of Notes to Unaudited Interim Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Off-Balance Sheet Arrangements
As of March 31, 2021, our off-balance sheet arrangements consisted of: (i) the undrawn portion of our Revolving Credit Facility and (ii) leases that have been signed but whose terms have not yet commenced. As of March 31, 2021, the Company had signed seven leases whose terms have not yet commenced; such leases are for five new stores, one store relocation and one store remodel in fiscal year 2021 and beyond. The contractual obligation related to these leases is $30.8 million (see Note 7). We have no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material effect on our consolidated financial statements or financial condition.
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
To a limited extent, we are exposed to interest rate changes with respect to our Credit Facility. We do not use financial instruments for trading or other speculative purposes. 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, 2021.
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.
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.
There have been no material changes from the risk factors disclosed in Part I, Item 1A, of our Form 10-K.
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
|
3.1 |
||
|
3.2 |
||
|
10.1# |
||
|
31.1 |
||
|
31.2 |
||
|
31.3 |
||
|
32.1† |
||
|
101 |
The following materials from Natural Grocers by Vitamin Cottage, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2021 and September 30, 2020 (unaudited), (ii) Consolidated Statements of Income for the three and six months ended March 31, 2021 and 2020 (unaudited), (iii) Consolidated Statements of Cash Flows for the six months ended March 31, 2021 and 2020 (unaudited), (iv) Consolidated Statements of Changes in Stockholders’ Equity for the six months ended March 31, 2021 and 2020 (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) |
# Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. This exhibit was subject to a confidential treatment request previously granted by the Securities and Exchange Commission (SEC), which is effective through May 31, 2021. The Company is filing this exhibit to transition to the new confidential treatment rules promulgated by the SEC in Item 601(b) of Regulation S-K.
† 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.
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 6, 2021.
|
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) |
||