Natural Grocers by Vitamin Cottage, Inc 8-K, filed Nov 19, 2020

Natural Grocers by Vitamin Cottage, Inc. (NGVC)

8-K 2020-11-19 For: 2020-11-19

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Added on April 07, 2026

About this 8-K

Natural Grocers by Vitamin Cottage, Inc filed this 8-K on November 19, 2020.

Items reported

Item 2.02: Financial results
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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

☐	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))

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

Exhibit No.		Description
99.1		Press release of Natural Grocers by Vitamin Cottage, Inc. dated November 19, 2020.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

	Natural Grocers by Vitamin Cottage, Inc.

	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

	Fiscal 2021 Outlook
Number of new stores	5-6
Number of relocations	3-5
Daily average comparable store sales growth	-2.0% to 2.0%
Diluted earnings per share	$0.60 to $0.70

Capital expenditures (in millions)	$28 to $35

	Three months ended September 30,						Year ended September 30,
	2020			2019			2020			2019
Net sales	$	264,178			227,209			1,036,842			903,582
Cost of goods sold and occupancy costs		191,765			168,241			753,701			664,829
Gross profit		72,413			58,968			283,141			238,753
Store expenses		60,187			50,070			227,069			197,792
Administrative expenses		7,105			5,808			26,780			22,837
Pre-opening and relocation expenses		163			316			1,543			1,358
Operating income		4,958			2,774			27,749			16,766
Interest expense, net		(491	)		(1,161	)		(2,048	)		(4,952	)
Income before income taxes		4,467			1,613			25,701			11,814
Provision for income taxes		(735	)		(252	)		(5,692	)		(2,398	)
Net income	$	3,732			1,361			20,009			9,416

Net income per common share:
Basic	$	0.17			0.06			0.89			0.42
Diluted	$	0.16			0.06			0.89			0.42
Weighted average number of shares of common stock outstanding:
Basic		22,531,447			22,458,944			22,501,779			22,424,328
Diluted		22,662,651			22,538,737			22,577,646			22,554,603

	September 30,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	28,534		6,214
Accounts receivable, net		8,519		5,059
Merchandise inventory		100,175		96,179
Prepaid expenses and other current assets		6,185		7,728
Total current assets		143,413		115,180
Property and equipment, net		147,929		201,635
Other assets:
Operating lease assets, net		339,239		—
Finance lease assets, net		40,096		—
Deposits and other assets		616		1,638
Goodwill and other intangible assets, net		10,468		8,644
Deferred financing costs, net		31		17
Total other assets		390,450		10,299
Total assets	$	681,792		327,114
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	69,163		63,162
Accrued expenses		24,995		19,061
Capital and financing lease obligations, current portion		—		1,045
Operating lease obligations, current portion		32,156		—
Finance lease obligations, current portion		2,836		—
Total current liabilities		129,150		83,268
Long-term liabilities:
Capital and financing lease obligations, net of current portion		—		51,475
Operating lease obligations, net of current portion		325,641		—
Finance lease obligations, net of current portion		39,506		—
Revolving credit facility		—		5,692
Deferred income tax liabilities, net		14,429		10,420
Deferred rent		—		11,393
Leasehold incentives		—		7,960
Total long-term liabilities		379,576		86,940
Total liabilities		508,726		170,208

Stockholders’ equity:
Common stock, $0.001 par value. 50,000,000 shares authorized, 22,546,765 and 22,510,279 shares issued at 2020 and 2019, respectively, and 22,546,765 and 22,463,057 outstanding at 2020 and 2019, respectively		23		23
Additional paid-in capital		56,752		56,319
Retained earnings		116,291		100,923
Common stock in treasury at cost, 0 and 47,222 shares at 2020 and 2019, respectively		—		(359	)
Total stockholders’ equity		173,066		156,906
Total liabilities and stockholders’ equity	$	681,792		327,114

	Year ended September 30,
	2020			2019
Operating activities:
Net income	$	20,009			9,416
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,193			28,977
Impairment of long-lived assets and store closing costs		612			380
Gain on disposal of property and equipment		(42	)		(131	)
Share-based compensation		1,129			1,185
Deferred income tax expense		3,742			3,973
Non-cash interest expense		12			13
Changes in operating assets and liabilities
(Increase) decrease in:
Accounts receivable, net		(3,418	)		(315	)
Income tax receivable		2,350			(5,174	)
Merchandise inventory		(3,996	)		(1,951	)
Prepaid expenses and other assets		(762	)		42
Operating lease asset		30,206			—
(Decrease) increase in:
Operating lease liability		(30,569	)		—
Accounts payable		10,103			1,024
Accrued expenses		5,934			1,211
Deferred compensation		—			(688	)
Deferred rent and leasehold incentives		—			(580	)
Net cash provided by operating activities		66,503			37,382
Investing activities:
Acquisition of property and equipment		(26,752	)		(30,030	)
Acquisition of other intangibles		(2,832	)		(2,703	)
Proceeds from sale of property and equipment		—			836
Proceeds from property insurance settlements		27			32
Net cash used in investing activities		(29,557	)		(31,865	)
Financing activities:
Borrowings under credit facility		236,100			405,900
Repayments under credit facility		(241,792	)		(413,400	)
Capital and financing lease obligations payments		—			(780	)
Finance lease obligation payments		(2,271	)		—
Dividends to shareholders		(6,301	)		—
Loan fees paid		(25	)		—
Payments on withholding tax for restricted stock unit vesting		(337	)		(421	)
Net cash used in financing activities		(14,626	)		(8,701	)
Net increase (decrease) in cash and cash equivalents		22,320			(3,184	)
Cash and cash equivalents, beginning of year		6,214			9,398
Cash and cash equivalents, end of year	$	28,534			6,214
Supplemental disclosures of cash flow information:
Cash paid for interest	$	354			787
Cash paid for interest on finance or capital and financing lease obligations, net of capitalized interest of $102 and $268, respectively		1,690			4,148
Income taxes paid		3,305			4,734
Deferred compensation paid		—			700
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property and equipment not yet paid	$	2,407			6,289
Acquisition of other intangibles not yet paid		255			476
Proceeds from sale of property and equipment not yet received		42			6
Property acquired through capital and capital financing lease obligations		—			12,156
Property acquired through operating lease obligations		13,204			—
Property acquired through finance lease obligations		11,625			—

	Three Months ended September 30,				Year ended September 30,
	2020		2019		2020		2019
Net income	$	3,732		1,361	$	20,009		9,416
Interest expense, net		491		1,161		2,048		4,952
Provision for income taxes		735		252		5,692		2,398
Depreciation and amortization		7,685		7,194		31,193		28,977
EBITDA		12,643		9,968		58,942		45,743
Impairment of long-lived assets		612		380		612		380
Adjusted EBITDA	$	13,255		10,348	$	59,554		46,123