8-K
Natural Grocers by Vitamin Cottage, Inc. (NGVC)
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): November 20, 2025
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 November 20, 2025, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended September 30, 2025. 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01. | Regulation FD Disclosure. |
|---|
The Company is also furnishing in this Current Report on Form 8-K its November 2025 investor presentation (the “Investor Presentation”) to be used by the Company at meetings with institutional investors or analysts. A copy of the Investor Presentation is furnished herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
|---|
On November 20, 2025, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per common share, increasing its quarterly cash dividend by 25%. The quarterly cash dividend will be paid on December 10, 2025 to stockholders of record as of the close of business on December 1, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of Natural Grocers by Vitamin Cottage, Inc. dated November 20, 2025 announcing financial results. |
| 99.2 | November 2025 Natural Grocers by Vitamin Cottage, Inc. Investor Presentation |
| 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: November 20, 2025
| Natural Grocers by Vitamin Cottage, Inc. | |
|---|---|
| By: | /s/ Kemper Isely |
| Name: | Kemper Isely |
| Title: | Co-President |
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ex_890501.htm
Exhibit 99.1
Natural Grocers by Vitamin Cottage Announces Fiscal 2025 Fourth Quarter and Full Year Results
Reports Record Full Year Sales and Earnings
Increases Quarterly Cash Dividend by 25% to $0.15 per Common Share
Lakewood, Colorado, November 20, 2025. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced results for its fourth quarter and fiscal year ended September 30, 2025 and provided its outlook for fiscal 2026.
Highlights for Fourth Quarter Fiscal 2025 Compared to Fourth Quarter Fiscal 2024
| ● | Net sales increased 4.2% to $336.1 million; |
|---|---|
| ● | Daily average comparable store sales increased 4.2%, and 11.3% on a two-year basis; |
| --- | --- |
| ● | Net income increased 31.0% to $11.8 million, with diluted earnings per share of $0.51; and |
| --- | --- |
| ● | Adjusted EBITDA increased 7.7% to $24.4 million. |
| --- | --- |
Highlights for Fiscal 2025 Compared to Fiscal 2024
| ● | Net sales increased 7.2% to $1.33 billion; |
|---|---|
| ● | Daily average comparable store sales increased 7.3%, and increased 14.3% on a two-year basis; |
| --- | --- |
| ● | 22^nd^ consecutive year of positive comparable store sales growth; |
| --- | --- |
| ● | Net income increased 36.9% to $46.4 million, with diluted earnings per share of $2.00; |
| --- | --- |
| ● | Adjusted EBITDA increased 17.5% to $97.9 million; and |
| --- | --- |
| ● | Opened two new stores and relocated/remodeled three stores. |
| --- | --- |
"We are pleased with our fourth quarter performance, with sales in-line with guidance and diluted earnings per share exceeding our outlook, resulting in record sales and earnings for fiscal year 2025,” said Kemper Isely, Co-President. “Consumers continued to be drawn to our differentiated offering of high-quality, natural and organic products reflecting their resilient prioritization of health and wellness, including food and nutrition. Moreover, we believe that our commitment to Always Affordable^SM^ prices provides compelling value for our customers, strengthening our competitive position during periods of economic uncertainty.”
Mr. Isely continued, “Accelerated store growth is a core element of our strategy, and we are reiterating our plan to open six to eight new stores in fiscal 2026, underscoring the quality of our pipeline and execution capabilities. We also remain committed to enhancing value for our stockholders by maintaining a balanced approach to capital allocation. In addition to investing in our business to accelerate unit growth, we are proud to announce that we are increasing our quarterly cash dividend by 25% to $0.15 per common share, reflecting our strong fiscal 2025 operating performance and financial position, as well as confidence in our ability to create long-term stockholder value.”
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 Results — Fourth Quarter Fiscal 2025 Compared to Fourth Quarter Fiscal 2024
Net sales during the fourth quarter of fiscal 2025 increased $13.5 million, or 4.2%, to $336.1 million, compared to the fourth quarter of fiscal 2024, due to a $13.3 million increase in comparable store sales and a $2.9 million increase in new store sales, partially offset by a $2.7 million decrease in net sales related to closed stores. Daily average comparable store sales increased 4.2% in the fourth quarter of fiscal 2025, comprised of a 2.4% increase in daily average transaction count and a 1.8% increase in daily average transaction size.
Gross profit during the fourth quarter of fiscal 2025 increased $3.7 million, or 3.8%, to $99.0 million. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased by 10 basis points to 29.5% during the fourth quarter of fiscal 2025, compared to 29.6% in the fourth quarter of fiscal 2024. The decrease in gross margin was driven by lower product margin.
Store expenses during the fourth quarter of fiscal 2025 decreased 0.2% to $72.5 million, primarily driven by lower long-lived asset impairment charges partially offset by higher compensation expenses. Store expenses as a percentage of net sales were 21.6% during the fourth quarter of fiscal 2025, down from 22.5% in the fourth quarter of fiscal 2024. The decrease in store expenses as a percentage of net sales was driven by lower long-lived asset impairment charges and expense leverage.
Administrative expenses during the fourth quarter of fiscal 2025 increased 6.1% to $10.9 million, driven by higher technology expenses and compensation expenses. Administrative expenses as a percentage of net sales were 3.2% for each of the fourth quarters of fiscal 2025 and 2024.
Operating income for the fourth quarter of fiscal 2025 increased 28.5% to $15.5 million. Operating margin during the fourth quarter of fiscal 2025 was 4.6%, up from 3.7% in the fourth quarter of fiscal 2024.
Net income for the fourth quarter of fiscal 2025 was $11.8 million, or $0.51 diluted earnings per share, compared to net income of $9.0 million, or $0.39 diluted earnings per share, for the fourth quarter of fiscal 2024.
Adjusted EBITDA for the fourth quarter of fiscal 2025 was $24.4 million, compared to $22.6 million in the fourth quarter of fiscal 2024.
Operating Results —Fiscal 2025 Compared to Fiscal 2024
Net sales during fiscal 2025 increased $89.3 million, or 7.2%, to $1.33 billion, compared to fiscal 2024, due to an $86.1 million increase in comparable store sales and a $12.7 million increase in new store sales, partially offset by a $9.6 million decrease in sales related to closed stores. Daily average comparable store sales increased 7.3% in fiscal 2025, comprised of a 4.6% increase in daily average transaction count and a 2.6% increase in daily average transaction size.
Gross profit during fiscal 2025 increased $33.1 million, or 9.1%, to $397.9 million. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased by 50 basis points to 29.9% during fiscal 2025, compared to 29.4% in fiscal 2024. The increase in gross margin was driven by higher product margin primarily attributed to effective promotions, and store occupancy cost leverage.
Store expenses during fiscal 2025 increased 4.7% to $290.5 million, primarily driven by higher compensation expenses partially offset by lower long-lived asset impairment charges. Store expenses as a percentage of net sales were 21.8% during fiscal 2025, down from 22.3% in fiscal 2024. The decrease in store expenses as a percentage of net sales was driven by expense leverage and lower long-lived asset impairment charges.
Administrative expenses during fiscal 2025 increased 14.6% to $44.4 million, primarily driven by higher compensation expenses and technology expenses. Administrative expenses as a percentage of net sales were 3.3% during fiscal 2025, up from 3.1% in fiscal 2024.
Operating income for fiscal 2025 increased 32.0% to $62.0 million. Operating margin for fiscal 2025 was 4.7%, compared to 3.8% in fiscal 2024.
Net income for fiscal 2025 was $46.4 million, or $2.00 diluted earnings per share, compared to net income of $33.9 million, or $1.47 diluted earnings per share, for fiscal 2024.
Adjusted EBITDA for fiscal 2025 was $97.9 million, compared to $83.3 million in fiscal 2024.
Balance Sheet and Cash Flow
As of September 30, 2025, the Company had $17.1 million in cash and cash equivalents and no outstanding borrowings on its $72.5 million revolving credit facility.
During fiscal 2025, the Company generated $55.3 million in cash from operations and invested $31.0 million in net capital expenditures, primarily for new and relocated/remodeled stores.
Dividend Announcement
Today, the Company announced the declaration of a quarterly cash dividend of $0.15 per common share, a 25% increase over the Company’s previous quarterly dividend. The dividend will be paid on December 10, 2025 to stockholders of record at the close of business on December 1, 2025.
Growth and Development
During fiscal 2025 the Company opened two new stores, ending the fiscal year with 169 stores in 21 states.
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Fiscal 2026 Outlook
The Company is confirming its fiscal 2026 outlook for the number of new stores and introducing the remainder of its fiscal 2026 outlook.
| Fiscal 2026 | Outlook |
|---|---|
| Number of new stores | 6 to 8 |
| Number of relocations/remodels | 2 to 3 |
| Daily average comparable store sales growth | 1.5% to 4.0% |
| Diluted earnings per share | $2.00 to $2.15 |
| Capital expenditures (in millions) | $50 to $55 |
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 Q4 FY 2025 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 grocery products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial flavors, preservatives, or sweeteners (as defined in its standards), synthetic colors, 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, disinflationary, recessionary, business, interest rate, labor market, competitive, market, regulatory, trade policy, supply chain and other factors, and other risks detailed in the Company's Annual Report on 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 September 30, | Year ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net sales | $ | 336,141 | 322,661 | 1,330,836 | 1,241,585 | |||||||
| Cost of goods sold and occupancy costs | 237,115 | 227,299 | 932,959 | 876,775 | ||||||||
| Gross profit | 99,026 | 95,362 | 397,877 | 364,810 | ||||||||
| Store expenses | 72,491 | 72,605 | 290,491 | 277,396 | ||||||||
| Administrative expenses | 10,867 | 10,241 | 44,353 | 38,715 | ||||||||
| Pre-opening expenses | 166 | 450 | 1,043 | 1,722 | ||||||||
| Operating income | 15,502 | 12,066 | 61,990 | 46,977 | ||||||||
| Interest expense, net | (696 | ) | (1,053 | ) | (3,063 | ) | (4,176 | ) | ||||
| Income before income taxes | 14,806 | 11,013 | 58,927 | 42,801 | ||||||||
| Provision for income taxes | (3,006 | ) | (2,003 | ) | (12,483 | ) | (8,866 | ) | ||||
| Net income | $ | 11,800 | 9,010 | 46,444 | 33,935 | |||||||
| Net income per share of common stock: | ||||||||||||
| Basic | $ | 0.51 | 0.40 | 2.02 | 1.49 | |||||||
| Diluted | $ | 0.51 | 0.39 | 2.00 | 1.47 | |||||||
| Weighted average number of shares of common stock outstanding: | ||||||||||||
| Basic | 22,954,325 | 22,799,571 | 22,936,194 | 22,774,825 | ||||||||
| Diluted | 23,292,229 | 23,175,214 | 23,255,274 | 23,083,903 |
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NATURAL GROCERS BY VITAMIN COTTAGE, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)
| 2024 | |||
| Assets | **** | **** | **** |
| Current assets: | |||
| Cash and cash equivalents | 17,116 | 8,871 | |
| Accounts receivable, net | 11,966 | 12,610 | |
| Merchandise inventory | 132,968 | 120,672 | |
| Prepaid expenses and other current assets | 6,025 | 4,905 | |
| Total current assets | 168,075 | 147,058 | |
| Property and equipment, net | 182,741 | 178,609 | |
| Other assets: | |||
| Operating lease assets, net | 259,586 | 275,111 | |
| Finance lease assets, net | 42,895 | 40,752 | |
| Other assets | 5,452 | 458 | |
| Goodwill and other intangible assets, net | 11,755 | 13,488 | |
| Total other assets | 319,688 | 329,809 | |
| Total assets | 670,504 | 655,476 | |
| Liabilities and Stockholders’ Equity | **** | **** | **** |
| Current liabilities: | |||
| Accounts payable | 80,991 | 88,397 | |
| Accrued expenses | 37,236 | 35,847 | |
| Operating lease obligations, current portion | 36,495 | 35,926 | |
| Finance lease obligations, current portion | 4,061 | 3,960 | |
| Total current liabilities | 158,783 | 164,130 | |
| Long-term liabilities: | |||
| Operating lease obligations, net of current portion | 245,803 | 263,404 | |
| Finance lease obligations, net of current portion | 45,660 | 43,217 | |
| Deferred income tax liabilities, net | 7,863 | 10,471 | |
| Total long-term liabilities | 299,326 | 317,092 | |
| Total liabilities | 458,109 | 481,222 | |
| Stockholders’ equity: | |||
| Common stock, 0.001 par value. 50,000,000 shares authorized, 22,954,712 and 22,888,540 shares issued and outstanding at September 30, 2025 and 2024, respectively | 23 | 23 | |
| Additional paid-in capital | 63,033 | 60,327 | |
| Retained earnings | 149,339 | 113,904 | |
| Total stockholders’ equity | 212,395 | 174,254 | |
| Total liabilities and stockholders’ equity | 670,504 | 655,476 |
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)
| **** | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Operating activities: | |||||
| Net income | 46,444 | 33,935 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation and amortization | 31,814 | 30,930 | |||
| Loss on impairment of long-lived assets and store closing costs | 81 | 2,102 | |||
| (Gain) loss on disposal of property and equipment | (34 | ) | 10 | ||
| Share-based compensation | 3,960 | 2,829 | |||
| Deferred income tax benefit | (2,608 | ) | (3,955 | ) | |
| Non-cash interest expense | 4 | 17 | |||
| Other | 7 | (160 | ) | ||
| Changes in operating assets and liabilities: | |||||
| (Increase) decrease in: | |||||
| Accounts receivable, net | (411 | ) | (1,790 | ) | |
| Income tax receivable | (604 | ) | 252 | ||
| Merchandise inventory | (12,296 | ) | (1,412 | ) | |
| Prepaid expenses and other assets | (5,516 | ) | (1,069 | ) | |
| Operating lease assets | 33,592 | 33,446 | |||
| (Decrease) increase in: | |||||
| Operating lease liabilities | (34,432 | ) | (34,197 | ) | |
| Accounts payable | (6,086 | ) | 10,039 | ||
| Accrued expenses | 1,389 | 2,783 | |||
| Net cash provided by operating activities | 55,304 | 73,760 | |||
| Investing activities: | |||||
| Acquisition of property and equipment | (31,201 | ) | (37,541 | ) | |
| Acquisition of other intangibles | (178 | ) | (1,139 | ) | |
| Proceeds from sale of property and equipment | 93 | 37 | |||
| Proceeds from property insurance settlements | 315 | 43 | |||
| Net cash used in investing activities | (30,971 | ) | (38,600 | ) | |
| Financing activities: | |||||
| Borrowings under revolving loans | 666,200 | 604,200 | |||
| Repayments under revolving loans | (666,200 | ) | (604,200 | ) | |
| Repayments under term loan | — | (7,688 | ) | ||
| Finance lease obligation payments | (3,825 | ) | (3,610 | ) | |
| Dividends to shareholders | (11,009 | ) | (31,866 | ) | |
| Payments of deferred financing costs | — | (18 | ) | ||
| Payments on withholding tax for restricted stock unit vesting | (1,254 | ) | (1,449 | ) | |
| Net cash used in financing activities | (16,088 | ) | (44,631 | ) | |
| Net increase (decrease) in cash and cash equivalents | 8,245 | (9,471 | ) | ||
| Cash and cash equivalents, beginning of year | 8,871 | 18,342 | |||
| Cash and cash equivalents, end of year | 17,116 | 8,871 | |||
| Supplemental disclosures of cash flow information: | |||||
| Cash paid for interest | 1,181 | 2,216 | |||
| Cash paid for interest on financing lease obligations, net of capitalized interest of 252 and 338, respectively | 1,940 | 1,939 | |||
| Income taxes paid | 15,911 | 13,581 | |||
| Supplemental disclosures of non-cash investing and financing activities: | |||||
| Acquisition of property and equipment not yet paid | 2,373 | 3,679 | |||
| Acquisition of other intangibles not yet paid | 10 | 22 | |||
| Lease assets obtained in exchange for new operating lease obligations | 18,412 | 22,317 | |||
| Lease assets obtained in exchange for new finance lease obligations | 7,419 | (45 | ) |
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, amortization of software hosting arrangement (SaaS) implementation costs and non-recurring items.
The following table reconciles net income to EBITDA and Adjusted EBITDA, dollars in thousands:
| Three months ended September 30, | Year ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 11,800 | 9,010 | 46,444 | 33,935 | |||
| Interest expense, net | 696 | 1,053 | 3,063 | 4,176 | ||||
| Provision for income taxes | 3,006 | 2,003 | 12,483 | 8,866 | ||||
| Depreciation and amortization | 8,023 | 7,932 | 31,814 | 30,930 | ||||
| EBITDA | 23,525 | 19,998 | 93,804 | 77,907 | ||||
| Impairment of long-lived assets and store closing costs | — | 1,721 | 118 | 2,547 | ||||
| Share-based compensation | 860 | 929 | 3,960 | 2,829 | ||||
| Amortization of SaaS implementation costs | 4 | — | 7 | — | ||||
| Adjusted EBITDA | $ | 24,389 | 22,648 | 97,889 | 83,283 |
EBITDA increased 17.6% to $23.5 million for the fourth quarter of fiscal 2025 compared to $20.0 million for the fourth quarter of fiscal 2024. EBITDA increased 20.4% to $93.8 million for the year ended September 30, 2025 compared to $77.9 million for the year ended September 30, 2024. EBITDA as a percentage of net sales was 7.0% and 6.2% for the fourth quarter of 2025 and 2024, respectively. EBITDA as a percentage of net sales was 7.0% and 6.3% for the years ended September 30, 2025 and 2024, respectively.
Adjusted EBITDA increased 7.7% to $24.4 million for the fourth quarter of fiscal 2025 compared to $22.6 million for the fourth quarter of fiscal 2024. Adjusted EBITDA increased 17.5% to $97.9 million for the year ended September 30, 2025 compared to $83.3 million for the year ended September 30, 2024. Adjusted EBITDA as a percentage of net sales was 7.3% and 7.0% for the fourth quarter of fiscal 2025 and 2024, respectively. Adjusted EBITDA as a percentage of net sales was 7.4% and 6.7% for the years ended September 30, 2025 and 2024, 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; |
| --- | --- |
| ● | EBITDA and Adjusted EBITDA do not reflect any depreciation or interest expense for leases classified as finance leases; |
| --- | --- |
| ● | EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt; |
| --- | --- |
| ● | Adjusted EBITDA does not reflect share-based compensation, impairment of long-lived assets, store closing costs and amortization of SaaS implementation costs; |
| --- | --- |
| ● | EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and |
| --- | --- |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. |
| --- | --- |
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA as supplemental information.
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Image Exhibit
Exhibit 99.2
