8-K

Natural Grocers by Vitamin Cottage, Inc. (NGVC)

8-K 2024-05-09 For: 2024-05-09
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 9, 2024

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-35608 45-5034161
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File No.) (IRS Employer<br><br> <br>Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.001 par value NGVC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, Natural Grocers by Vitamin Cottage, Inc. issued a press release announcing its financial results for the three and six months ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No. Description
99.1 Press release of Natural Grocers by Vitamin Cottage, Inc. dated May 9, 2024 announcing financial results.
104 Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 9, 2024

Natural Grocers by Vitamin Cottage, Inc.
By: /s/ Kemper Isely
Name: Kemper Isely
Title: Co-President

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ex_669516.htm

Exhibit 99.1

logo01.jpg

Natural Grocers by Vitamin Cottage Announces Second Quarter Fiscal 2024 Results

Raises Fiscal 2024 Outlook

Lakewood, Colorado, May 9, 2024. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced results for its second quarter of fiscal 2024 ended March 31, 2024.

Highlights for Second Quarter Fiscal 2024 Compared to Second Quarter Fiscal 2023

Net sales increased 8.8% to $308.1 million;
Daily average comparable store sales increased 7.5%, and increased 10.2% on a two-year basis;
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Net income was $8.0 million, with diluted earnings per share of $0.35;
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Adjusted EBITDA was $19.7 million; and
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Opened one new store.
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“Second quarter results were outstanding as we delivered record quarterly sales, margin expansion, and significant earnings growth. Daily average comparable store sales accelerated to 7.5%, driven by a 3.9% increase in transaction size, including item count growth, and a 3.5% increase in transaction count," said Kemper Isely, Co-President. “Natural Grocers is very differentiated in the market and highly relevant to consumers. Our sales momentum reflects our effective engagement with our loyal and resilient customer base that prioritizes products with health and sustainability attributes. We believe that our high product quality standards, emphasis on value and Always Affordable^SM^ prices, customer service, and convenient shopping experience continue to resonate with consumers to make us a leading destination for natural and organic products in our communities.”

Mr. Isely continued, “Strong sales growth, combined with effective expense management, generated operating leverage and drove a 34.6% year-over-year increase in diluted earnings per share to $0.35. Based upon the strength of our results through the second quarter, we are raising our fiscal 2024 outlook for daily average comparable store sales growth and diluted earnings per share.”

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

Operating ResultsSecond Quarter Fiscal 2024 Compared to Second Quarter Fiscal 2023

During the second quarter of fiscal 2024, net sales increased $24.8 million, or 8.8%, to $308.1 million, compared to the second quarter of fiscal 2023, due to a $21.1 million increase in comparable store sales and a $5.2 million increase in new store sales, partially offset by a $1.5 million decrease in net sales related to closed stores. Daily average comparable store sales increased 7.5% in the second quarter of fiscal 2024, comprised of a 3.9% increase in daily average transaction size and a 3.5% increase in daily average transaction count. The increase in net sales was driven by increases in transaction counts, items per transaction, retail prices, and new store sales. Marketing initiatives, including {N}power® rewards program offers and market-specific campaigns, enhanced customer engagement, which contributed to sales growth.

Gross profit during the second quarter of fiscal 2024 increased $7.9 million, or 9.6%, to $90.4 million, compared to $82.5 million in the second quarter of fiscal 2023. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased 20 basis points to 29.3% during the second quarter of fiscal 2024, compared to 29.1% in the second quarter of fiscal 2023. The increase in gross margin was driven by store occupancy cost leverage, partially offset by lower product margin attributable to product mix.

Store expenses during the second quarter of fiscal 2024 increased 6.2% to $69.2 million, primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 22.5% during the second quarter of fiscal 2024, down from 23.0% in the second quarter of fiscal 2023. The decrease in store expenses as a percentage of net sales reflects expense leverage.


Administrative expenses during the second quarter of fiscal 2024 increased 10.7% to $9.5 million, driven by higher compensation expenses. Administrative expenses as a percentage of net sales were 3.1% in the second quarter of fiscal 2024, up from 3.0% in the second quarter of fiscal 2023.

Operating income for the second quarter of fiscal 2024 was $11.3 million, compared to $8.4 million in the second quarter of fiscal 2023. Operating margin during the second quarter of fiscal 2024 was 3.7%, compared to 3.0% in the second quarter of fiscal 2023.

Net income for the second quarter of fiscal 2024 was $8.0 million, or $0.35 diluted earnings per share, compared to net income of $5.9 million, or $0.26 diluted earnings per share, for the second quarter of fiscal 2023.

Adjusted EBITDA for the second quarter of fiscal 2024 was $19.7 million, compared to $16.8 million in the second quarter of fiscal 2023.

Operating ResultsFirst Six Months Fiscal 2024 Compared to First Six Months Fiscal 2023

During the first six months of fiscal 2024, net sales increased $46.1 million, or 8.2%, to $609.8 million, compared to the first six months of fiscal 2023, due to a $38.4 million increase in comparable store sales and a $10.6 million increase in new store sales, partially offset by a $2.9 million decrease in sales related to closed stores. Daily average comparable store sales increased 6.9% in the first six months of fiscal 2024, and was comprised of a 3.4% increase in daily average transaction count and a 3.3% increase in daily average transaction size. The increase in net sales was driven by increases in transaction counts, retail prices, new store sales, and items per transaction. Marketing initiatives, including {N}power® rewards program offers and market-specific campaigns, enhanced customer engagement, which contributed to sales growth.

Gross profit during the first six months of fiscal 2024 increased $17.9 million, or 11.1%, to $179.1 million. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 29.4% during the first six months of fiscal 2024, compared to 28.6% in the first six months of fiscal 2023. The increase in gross margin was driven by higher product margin attributed to effective pricing and promotions, and store occupancy cost leverage.

Store expenses during the first six months of fiscal 2024 increased 6.5% to $137.2 million, primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 22.5% during the first six months of fiscal 2024, down from 22.8% in the first six months of fiscal 2023. The decrease in store expenses as a percentage of net sales reflects expense leverage.

Administrative expenses during the first six months of fiscal 2024 increased 12.3% to $18.9 million, driven by higher compensation expenses. Administrative expenses as a percentage of net sales were 3.1% during the first six months of fiscal 2024, up from 3.0% in the first six months of fiscal 2023.

Operating income for the first six months of fiscal 2024 was $22.1 million, compared to $14.8 million in the first six months of fiscal 2023. Operating margin during the first six months of fiscal 2024 was 3.6%, compared to 2.6% in the first six months of fiscal 2023.

Net income for the first six months of fiscal 2024 was $15.7 million, or $0.68 diluted earnings per share, compared to net income of $10.3 million, or $0.45 diluted earnings per share, for the first six months of fiscal 2023.

Adjusted EBITDA for the first six months of fiscal 2024 was $38.5 million, compared to $30.6 million in the first six months of fiscal 2023.

Balance Sheet and Cash Flow

As of March 31, 2024, the Company had $11.0 million in cash and cash equivalents, and $11.4 million in outstanding borrowings on its $75.0 million revolving credit facility.

During the first six months of fiscal 2024, the Company generated $36.8 million in cash from operations and invested $22.5 million in net capital expenditures, primarily for new and relocated stores.

Dividend Announcement

Today, the Company announced the declaration of a quarterly cash dividend of $0.10 per common share. The dividend will be paid on June 19, 2024 to stockholders of record at the close of business on June 3, 2024.

Growth and Development

During the second quarter of fiscal 2024, the Company opened one store, ending the quarter with a total of 168 stores in 21 states.

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Fiscal 2024 Outlook

The Company is raising its fiscal 2024 outlook for daily average comparable store sales growth and diluted earnings per share. The Company is otherwise confirming its previously announced outlook for fiscal 2024. The Company now expects:

Fiscal 2024 Outlook
Number of new stores 4 to 6
Number of relocations/remodels 4 to 6
Daily average comparable store sales growth 4.0% to 6.0%
Diluted earnings per share $1.08 to $1.18
Capital expenditures (in millions) $30 to $39

Earnings Conference Call

The Company will host a conference call today at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) to discuss this earnings release. The dial-in number is 1-888-347-6606 (US) or 1-412-902-4289 (International). The conference ID is “Natural Grocers Q2 FY 2024 Earnings Call.” A simultaneous audio webcast will be available at http://Investors.NaturalGrocers.com and archived for a minimum of 20 days.

About Natural Grocers by Vitamin Cottage

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 168 stores in 21 states.

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

Forward-Looking Statements

The following constitutes a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, statements in this release are "forward-looking statements" and are based on management’s current expectations and are subject to uncertainty and changes in circumstances. All statements that are not statements of historical fact are forward-looking statements. Actual results could differ materially from these expectations due to changes in global, national, regional or local political, economic, inflationary, deflationary, recessionary, business, interest rate, labor market, competitive, market, regulatory and other factors, and other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the Form 10-K) and the Company's subsequent quarterly reports on Form 10-Q. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to publicly update forward-looking statements, except as may be required by the securities laws.

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

Investor Contact:

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

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NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Income

(Unaudited)

(Dollars in thousands, except per share data)

Three months ended March 31, Six months ended March 31,
2024 2023 2024 2023
Net sales $ 308,092 283,245 609,842 563,702
Cost of goods sold and occupancy costs 217,735 200,768 430,725 402,506
Gross profit 90,357 82,477 179,117 161,196
Store expenses 69,204 65,192 137,216 128,788
Administrative expenses 9,522 8,605 18,929 16,858
Pre-opening expenses 370 249 908 702
Operating income 11,261 8,431 22,064 14,848
Interest expense, net (1,177 ) (834 ) (2,071 ) (1,630 )
Income before income taxes 10,084 7,597 19,993 13,218
Provision for income taxes (2,123 ) (1,713 ) (4,277 ) (2,927 )
Net income $ 7,961 5,884 15,716 10,291
Net income per share of common stock:
Basic $ 0.35 0.26 0.69 0.45
Diluted $ 0.35 0.26 0.68 0.45
Weighted average number of shares of common stock outstanding:
Basic 22,759,131 22,725,462 22,755,307 22,716,880
Diluted 23,061,119 22,824,673 23,015,842 22,809,189

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NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except per share data)

September 30,<br><br> <br>2023
Assets **** **** **** ****
Current assets:
Cash and cash equivalents 10,970 18,342
Accounts receivable, net 8,741 10,797
Merchandise inventory 117,352 119,260
Prepaid expenses and other current assets 3,806 4,151
Total current assets 140,869 152,550
Property and equipment, net 178,339 169,060
Other assets:
Operating lease assets, net 280,165 287,941
Finance lease assets, net 42,908 45,110
Deposits and other assets 288 395
Goodwill and other intangible assets, net 14,002 14,129
Total other assets 337,363 347,575
Total assets 656,571 669,185
Liabilities and Stockholders’ Equity **** **** **** ****
Current liabilities:
Accounts payable 84,176 80,675
Accrued expenses 32,312 33,064
Term loan facility, current portion 3,688 1,750
Operating lease obligations, current portion 35,859 34,850
Finance lease obligations, current portion 3,860 3,690
Total current liabilities 159,895 154,029
Long-term liabilities:
Term loan facility, net of current portion 5,938
Revolving facility 11,400
Operating lease obligations, net of current portion 267,293 276,808
Finance lease obligations, net of current portion 45,220 47,142
Deferred income tax liabilities, net 12,789 14,427
Total long-term liabilities 336,702 344,315
Total liabilities 496,597 498,344
Stockholders’ equity:
Common stock, 0.001 par value, 50,000,000 shares authorized, 22,771,969 and 22,745,412 shares issued at March 31, 2024 and September 30, 2023, respectively, and 22,771,969 and 22,738,915 shares outstanding at March 31, 2024 and September 30, 2023, respectively 23 23
Additional paid-in capital 59,706 59,013
Retained earnings 100,245 111,871
Common stock in treasury at cost, 6,497 shares at September 30, 2023 (66 )
Total stockholders’ equity 159,974 170,841
Total liabilities and stockholders’ equity 656,571 669,185

All values are in US Dollars.

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NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

2023
Operating activities:
Net income 15,716 10,291
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 15,153 14,216
(Gain) loss on impairment of long-lived assets and store closures (3 ) 871
Loss on disposal of property and equipment 30 3
Share-based compensation 838 713
Deferred income tax (benefit) expense (1,639 ) 149
Non-cash interest expense 9 9
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable, net 1,358 3,358
Merchandise inventory 1,908 (2,297 )
Prepaid expenses and other assets 423 373
Income tax receivable 30 166
Operating lease assets 16,661 16,406
(Decrease) increase in:
Operating lease liabilities (16,768 ) (16,940 )
Accounts payable 3,883 9,270
Accrued expenses (752 ) (1,731 )
Net cash provided by operating activities 36,847 34,857
Investing activities:
Acquisition of property and equipment (22,183 ) (16,978 )
Acquisition of other intangibles (371 ) (859 )
Proceeds from sale of property and equipment 3 72
Proceeds from property insurance settlements 41
Net cash used in investing activities (22,510 ) (17,765 )
Financing activities:
Borrowings under revolving facility 293,800 246,500
Repayments under revolving facility (282,400 ) (246,500 )
Repayments under term loan facility (4,000 ) (4,000 )
Finance lease obligation payments (1,706 ) (1,357 )
Dividends to shareholders (27,306 ) (4,543 )
Payments of deferred financing costs (18 )
Repurchase of common stock (86 )
Payments on withholding tax for restricted stock unit vesting (79 ) (180 )
Net cash used in financing activities (21,709 ) (10,166 )
Net (decrease) increase in cash and cash equivalents (7,372 ) 6,926
Cash and cash equivalents, beginning of period 18,342 12,039
Cash and cash equivalents, end of period 10,970 18,965
Supplemental disclosures of cash flow information:
Cash paid for interest 989 639
Cash paid for interest on finance lease obligations, net of capitalized interest of 199 and 122, respectively 961 1,005
Income taxes paid 6,466 2,625
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property and equipment not yet paid 5,353 2,033
Acquisition of other intangibles not yet paid 283 103
Property acquired through operating lease obligations 9,432 756
Property acquired through finance lease obligations (45 ) 1,652

All values are in US Dollars.

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NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Non-GAAP Financial Measures
(Unaudited)

EBITDA and Adjusted EBITDA

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

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

Three months ended March 31, Six months ended March 31,
2024 2023 2024 2023
Net income $ 7,961 5,884 15,716 10,291
Interest expense, net 1,177 834 2,071 1,630
Provision for income taxes 2,123 1,713 4,277 2,927
Depreciation and amortization 7,702 7,154 15,153 14,216
EBITDA 18,963 15,585 37,217 29,064
Impairment of long-lived assets and store closing costs 335 871 424 871
Share-based compensation 432 356 838 713
Adjusted EBITDA $ 19,730 16,812 38,479 30,648

EBITDA increased 21.7% to $19.0 million for the three months ended March 31, 2024 compared to $15.6 million for the three months ended March 31, 2023. EBITDA increased 28.1% to $37.2 million for the six months ended March 31, 2024 compared to $29.1 million for the six months ended March 31, 2023. EBITDA as a percentage of net sales was 6.2% and 5.5% for the three months ended March 31, 2024 and 2023, respectively. EBITDA as a percentage of net sales was 6.1% and 5.2% for the six months ended March 31, 2024 and 2023, respectively.

Adjusted EBITDA increased 17.4% to $19.7 million for the three months ended March 31, 2024 compared to $16.8 million for the three months ended March 31, 2023. Adjusted EBITDA increased 25.6% to $38.5 million for the six months ended March 31, 2024 compared to $30.6 million for the six months ended March 31, 2023. Adjusted EBITDA as a percentage of net sales was 6.4% and 5.9% for the three months ended March 31, 2024 and 2023, respectively. Adjusted EBITDA as a percentage of net sales was 6.3% and 5.4% for the six months ended March 31, 2024 and 2023, respectively.

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

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

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

EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
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EBITDA and Adjusted EBITDA do not reflect any depreciation or interest expense for leases classified as finance leases;
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EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
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Adjusted EBITDA does not reflect share-based compensation, impairment charges, and store closing costs;
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EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and
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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.
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Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA as supplemental information.

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