Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...

PART I [Business Overview](index=5&type=section&id=Item%201.%20Business) Natural Grocers is a specialty retailer of natural and organic groceries and dietary supplements, emphasizing quality, affordability, and nutrition education [General](index=5&type=section&id=General) Natural Grocers is a specialty retailer emphasizing high-quality natural and organic products, customer service, and nutrition education - Natural Grocers is a specialty retailer of natural and organic groceries and dietary supplements, emphasizing high-quality products, affordable prices, customer service, nutrition education, and community outreach[20](index=20&type=chunk) - The company adheres to strict quality guidelines, prohibiting artificial colors, flavors, preservatives, sweeteners, or hydrogenated oils in grocery products[20](index=20&type=chunk) [Our History and Founding Principles](index=6&type=section&id=Our%20History%20and%20Founding%20Principles) Founded in 1958 by Margaret and Philip Isely, the company expanded to 165 stores across 21 states by September 30, 2023 - Founded in 1958 by Margaret and Philip Isely, driven by a commitment to nutrition education and natural products[21](index=21&type=chunk) - The company expanded from 11 stores to **165 stores** across **21 states** as of September 30, 2023, under the second generation of Isely family leadership[22](index=22&type=chunk) [Our Markets](index=6&type=section&id=Our%20Markets) The company operates in growing natural products and dietary supplement industries, driven by consumer focus on wellness and quality - Operates within the growing natural products retail and dietary supplement industries, driven by increased consumer focus on high-quality nutrition, wellness, and environmental concerns[23](index=23&type=chunk)[25](index=25&type=chunk)[29](index=29&type=chunk) [Our Competitive Strengths](index=7&type=section&id=Our%20Competitive%20Strengths) Competitive strengths include strict product standards, free science-based nutrition education, and a scalable, cost-effective store format - Strict product standards include only USDA certified organic produce, pasture-raised dairy, free-range eggs, and naturally raised meats, with no artificial ingredients[27](index=27&type=chunk) - Differentiated customer service model provides free science-based nutrition education through Nutritional Health Coaches (NHCs), classes, and the Health Hotline magazine[28](index=28&type=chunk) - The company utilizes a scalable, cost-effective smaller-store format and a disciplined approach to new store development, supported by experienced management[30](index=30&type=chunk)[32](index=32&type=chunk) [Our Growth Strategies](index=8&type=section&id=Our%20Growth%20Strategies) Growth strategies involve new store openings, leveraging loyalty programs, enhancing brand awareness, and improving operating margins - Plans to open **4-6 new stores** in fiscal year 2024 and leverage the {N}power customer rewards program and mobile app to increase sales from existing customers[33](index=33&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) - Strategies include enhancing brand awareness through diverse marketing channels and improving operating margins by optimizing performance, managing costs, and achieving economies of scale[37](index=37&type=chunk)[38](index=38&type=chunk) [Our Stores](index=9&type=section&id=Our%20Stores) Stores average 11,000 selling square feet, offering a convenient environment with community rooms, and data-driven site selection - Stores average **11,000 selling square feet**, offering a convenient, clean, and shopper-friendly environment, often including community rooms and demonstration kitchens[41](index=41&type=chunk) - Site selection is data-driven, focusing on high-visibility locations, often complementing conventional retailers with specialized natural and organic offerings[42](index=42&type=chunk) [Our Focus on Nutrition Education](index=12&type=section&id=Our%20Focus%20on%20Nutrition%20Education) Nutrition education is a core principle, with in-store Nutritional Health Coaches and the Health Hotline magazine - Nutrition education is a core principle, with every store employing a degreed Nutritional Health Coach (NHC) to provide free science-based education and one-on-one coaching[43](index=43&type=chunk)[44](index=44&type=chunk) - Educational efforts are supplemented by the Health Hotline magazine, published **11 times** in FY2023, featuring health articles and sale items[45](index=45&type=chunk) [Our Products](index=12&type=section&id=Our%20Products) Product selection adheres to strict quality guidelines, including organic produce, pasture-raised dairy, and naturally raised meats - Product selection adheres to strict quality guidelines, including USDA certified organic produce, pasture-raised dairy, naturally raised meats, and sustainable seafood, while excluding artificial ingredients, alcohol, and tobacco[46](index=46&type=chunk)[47](index=47&type=chunk) Sales Mix by Product Category (FY2023) | Category | Percentage of Net Sales | | :------------------ | :---------------------- | | Grocery | 70% | | Dietary Supplements | 21% | | Body Care, Pet Care & Other | 9% | [Quality Assurance](index=15&type=section&id=Quality%20Assurance) Product quality is ensured through reputable suppliers, FDA compliance, and USDA organic handler certification - Ensures product quality through reputable suppliers, FDA current good manufacturing practices for supplements, and USDA organic handler certification for all stores[51](index=51&type=chunk)[52](index=52&type=chunk) [Our Pricing Strategy](index=15&type=section&id=Our%20Pricing%20Strategy) Pricing strategy combines "Always Affordable Price" with promotions and loyalty discounts for competitive offerings - Pricing strategy combines "Always Affordable Price" with various promotions, including {N}power member discounts and seasonal specials, to offer competitive pricing[53](index=53&type=chunk)[54](index=54&type=chunk)[60](index=60&type=chunk) [Our Store Operations](index=16&type=section&id=Our%20Store%20Operations) Stores operate with consistent hours, structured management, cross-trained staff, and a dedicated distribution center - Stores operate with consistent hours and a structured management team, including cross-trained staff and on-site Nutritional Health Coaches for training and customer education[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - Operates a **150,000 sq ft** bulk food repackaging and distribution center in Golden, Colorado, and manages inventory using a weeks-on-hand system[59](index=59&type=chunk) [Sourcing and Vendors](index=16&type=section&id=Sourcing%20and%20Vendors) The company sources from approximately 1,000 suppliers, with UNFI as a significant partner, and utilizes in-house repackaging - Sources from approximately **1,000 suppliers** and **2,900 brands**, with United Natural Foods Inc. (UNFI) accounting for **68% of total purchases** in FY2023; the contract with UNFI was extended to September 2028[60](index=60&type=chunk) - Utilizes third-party manufacturers for private label products and repackages bulk foods in-house, refrigerating items like nuts and flours to maintain freshness[61](index=61&type=chunk) [Our Crew Members and Our Approach to Human Capital Resources](index=17&type=section&id=Our%20Crew%20Members%20and%20Our%20Approach%20to%20Human%20Capital%20Resources) The company employs 3,235 full-time and 938 part-time Crew members, focusing on engagement, development, and comprehensive benefits - As of September 30, 2023, employed **3,235 full-time** and **938 part-time** Crew members, with a strong focus on engagement, development, and retention through training and benefits[63](index=63&type=chunk)[64](index=64&type=chunk) - Prioritizes internal promotions, filling approximately **64% of vacant store manager positions** and **71% of assistant store manager positions** from within in FY2023[65](index=65&type=chunk) - Offers comprehensive benefits, including health insurance, 401(k) with discretionary match, above-average retail wages, in-store discounts, "Vitamin Bucks," and a "Heroes in Aprons Fund" for financial assistance[67](index=67&type=chunk) [Our Customers](index=18&type=section&id=Our%20Customers) Core customers prioritize health, nutrition, affordable natural/organic products, and environmentally sustainable practices - Core customers prioritize health, nutrition, affordable natural/organic products, and environmentally sustainable practices, expecting knowledgeable staff[68](index=68&type=chunk) [Our Communities](index=18&type=section&id=Our%20Communities) Community stewardship involves free educational services, local sourcing, food donations, and sustainable operational practices - Engages in community stewardship through extensive free educational services, local sourcing, food donations, promoting reusable bags, and implementing sustainable operational practices[69](index=69&type=chunk) [Marketing and Advertising](index=19&type=section&id=Marketing%20and%20Advertising) Marketing focuses on customer education and the {N}power rewards program, utilizing multi-channel advertising and home delivery - Marketing efforts are heavily focused on customer education and the {N}power customer rewards program, which grew to **2.1 million members** by September 30, 2023, supported by a new mobile application[70](index=70&type=chunk)[71](index=71&type=chunk) - Utilizes a multi-channel approach including the Health Hotline magazine, seasonal promotions, website, social media, traditional advertising, and home delivery services at **160 stores**[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [Competition](index=20&type=section&id=Competition) The company operates in a highly competitive industry, differentiating itself through strict product focus and nutrition education - Operates in a highly competitive and fragmented industry, differentiating itself through a strict focus on carefully vetted, affordably priced, high-quality natural and organic products, and extensive nutrition education[79](index=79&type=chunk) [Seasonality](index=20&type=section&id=Seasonality) The business does not experience significant seasonal fluctuations in consumer purchasing patterns - The business does not experience significant seasonal fluctuations in consumer purchasing[80](index=80&type=chunk) [Insurance and Risk Management](index=20&type=section&id=Insurance%20and%20Risk%20Management) Risk is managed through a combination of insurance and self-insurance for various operational and employee-related liabilities - Manages risk through a combination of insurance and self-insurance for workers' compensation, general liability, product liability, cyber risk, and employee healthcare benefits[81](index=81&type=chunk) [Trademarks and Other Intellectual Property](index=21&type=section&id=Trademarks%20and%20Other%20Intellectual%20Property) The company protects its brand and competitive position through registered trademarks and service marks - Protects its brand and competitive position through registered trademarks and service marks, including Natural Grocers®, Vitamin Cottage®, and {N}power®[83](index=83&type=chunk) [Information Technology Systems](index=21&type=section&id=Information%20Technology%20Systems) Significant investment in IT infrastructure, including ERP, POS, HRIS, and cloud technology, supports scaling and efficiency - Invested significantly in IT infrastructure, including an ERP system, new POS, HRIS, and cloud technology, with plans for continued scaling and efficiency improvements[84](index=84&type=chunk) [Regulatory Compliance](index=21&type=section&id=Regulatory%20Compliance) Subject to extensive federal, state, and local regulations covering product safety, labeling, advertising, and manufacturing - Subject to extensive federal, state, and local regulations from agencies like FDA, FTC, and USDA, covering product safety, labeling, advertising, and manufacturing[85](index=85&type=chunk) - Compliance is critical, with risks including increased costs, product restrictions, recalls, and potential damage to reputation from non-compliance or new regulations (e.g., FSMA, DSHEA, CBD products)[87](index=87&type=chunk)[89](index=89&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) [Segment Information](index=23&type=section&id=Segment%20Information) The company operates as a single reporting segment focused on natural and organic retail stores - Operates as a single reporting segment focused on natural and organic retail stores[95](index=95&type=chunk) [Available Information](index=23&type=section&id=Available%20Information) Public access to SEC filings and corporate governance documents is provided on the company's website - Provides public access to SEC filings and corporate governance documents on its website, www.naturalgrocers.com[96](index=96&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including growth challenges, economic downturns, competition, supply chain issues, and regulatory compliance - The company's business, financial condition, and results of operations are materially impacted by various factors, including growth challenges, market trends, economic conditions, competition, and regulatory compliance[98](index=98&type=chunk)[107](index=107&type=chunk) [Risk Factor Summary](index=24&type=section&id=Risk%20Factor%20Summary) This section provides a high-level overview of the key risks that could materially affect the company's operations and financial results [Risks related to our business and operations](index=24&type=section&id=Risks%20related%20to%20our%20business%20and%20operations) Operational risks include growth challenges, consumer preference shifts, economic conditions, supply chain disruptions, and labor issues - May not be successful in efforts to grow profitably[100](index=100&type=chunk) - Inability to identify market trends and react to changing consumer preferences in a timely manner[100](index=100&type=chunk) - Fluctuations in store sales growth and quarterly financial performance[100](index=100&type=chunk) - Adverse economic conditions and political instability[100](index=100&type=chunk) - Inflation or deflation[100](index=100&type=chunk) - Widespread health pandemics[100](index=100&type=chunk) - Inability to compete effectively in highly competitive markets[100](index=100&type=chunk) - Inability to maintain or increase operating margins[100](index=100&type=chunk) - Reduction in traffic to anchor stores[100](index=100&type=chunk) - Product recalls, withdrawals, or seizures[100](index=100&type=chunk) - Reduced availability of certified organic products or products meeting internal standards[100](index=100&type=chunk) - Disruptions affecting significant suppliers (e.g., UNFI)[101](index=101&type=chunk) - Adverse weather conditions, natural disasters, and climate change[101](index=101&type=chunk) - Acts of violence at or threatened against stores[101](index=101&type=chunk) - Geographic concentration of stores (Colorado, Texas)[101](index=101&type=chunk) - Failure to maintain reputation and brand value[101](index=101&type=chunk) - Perishable food product losses[101](index=101&type=chunk) - Suppliers distributing specialty products through other channels[101](index=101&type=chunk) - Failure to retain or attract key personnel or qualified employees[101](index=101&type=chunk) - Significant interruption in bulk food repackaging facility or supply chain[103](index=103&type=chunk) - Higher wage and benefit costs[103](index=103&type=chunk) - Union activity[103](index=103&type=chunk) - Impairment of long-lived assets[103](index=103&type=chunk) - Significant lease obligations[103](index=103&type=chunk) - Material disruption or failure of information systems, including cyber-attacks[103](index=103&type=chunk) - Claims under self-insurance program differing from estimates[103](index=103&type=chunk) - Inability to protect intellectual property rights[103](index=103&type=chunk) - Increasing energy costs[103](index=103&type=chunk) - Legal proceedings[103](index=103&type=chunk) - Effective tax rate changes and results of examinations[103](index=103&type=chunk) - Failure to maintain effective internal control over financial reporting[103](index=103&type=chunk) - Changes in accounting standards[103](index=103&type=chunk) [Risks related to government regulations and policies](index=25&type=section&id=Risks%20related%20to%20government%20regulations%20and%20policies) Regulatory risks involve compliance with food safety, dietary supplement rules, potential CBD product actions, and political advocacy impacts - Failure to comply with regulatory requirements or product specifications[103](index=103&type=chunk) - Subject to numerous federal, state, and local laws and regulations, increasing costs or limiting sales[103](index=103&type=chunk) - Sale of products containing cannabidiol (CBD) leading to regulatory action or legal proceedings[103](index=103&type=chunk) - Activities of Nutritional Health Coaches and nutrition education services impacted by government regulation or inability to secure adequate liability insurance[103](index=103&type=chunk) - Challenges to product claims by consumers or regulatory agencies[103](index=103&type=chunk) - Products suffering from real or perceived quality/food safety concerns, causing illness/injury/death[103](index=103&type=chunk) - Political advocacy activities reducing customer count and sales[103](index=103&type=chunk) [Risks related to our indebtedness and liquidity](index=27&type=section&id=Risks%20related%20to%20our%20indebtedness%20and%20liquidity) Financial risks are tied to credit facility covenants, cash flow for debt service, and the need for additional capital - Credit facility limiting operational flexibility[105](index=105&type=chunk) - Inability to generate sufficient cash flow to satisfy debt service obligations[105](index=105&type=chunk) - Liquidity needs requiring additional capital through debt or equity financings[105](index=105&type=chunk) - Share repurchase program adversely affecting liquidity and stock price[105](index=105&type=chunk) [General risks related to our common stock](index=27&type=section&id=General%20risks%20related%20to%20our%20common%20stock) Risks related to common stock include principal stockholder influence, dividend policy, and anti-takeover provisions - Current principal stockholders (Isely family) having significant influence[106](index=106&type=chunk) - Inability to continue paying dividends[106](index=106&type=chunk) - Securities or industry analysts not publishing research, changing recommendations, or operating results not meeting expectations[106](index=106&type=chunk) - Anti-takeover provisions in organizational documents and Delaware law[106](index=106&type=chunk) - "Controlled company" status relying on NYSE corporate governance exemptions[106](index=106&type=chunk) [Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC [Properties](index=46&type=section&id=Item%202.%20Properties) As of September 30, 2023, Natural Grocers operated 165 stores across 21 states, with most properties leased - As of September 30, 2023, the company operated **165 stores** across **21 states**, with significant concentrations in Colorado (**44 stores**) and Texas (**23 stores**)[195](index=195&type=chunk) - The company owns **13 store buildings** and leases the majority of its properties, including its home office and a **150,000 sq ft** bulk food repackaging and distribution center[195](index=195&type=chunk)[196](index=196&type=chunk) [Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine legal proceedings, but management anticipates no material adverse effect - The company is involved in routine legal proceedings, but management does not anticipate any material adverse effect on its financial statements[197](index=197&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Natural Grocers' common stock trades on NYSE, with dividend payments and an active share repurchase program [Market Information](index=47&type=section&id=Market%20Information) This section provides details on the trading market for the company's common stock [Holders of Record](index=47&type=section&id=Holders%20of%20Record) Information on the number of common stock holders of record as of a specified date [Dividend Policy](index=47&type=section&id=Dividend%20Policy) Details on the company's historical and recently approved cash dividend payments to stockholders Dividends Paid | Fiscal Year | Quarterly Dividend per Share | Special Dividend per Share | | :---------- | :--------------------------- | :------------------------- | | 2023 | $0.10 | - | | 2022 | $0.10 | - | | 2021 | $0.07 | $2.00 (Dec 2020) | - On November 16, 2023, the Board approved a special cash dividend of **$1.00 per share** and a quarterly cash dividend of **$0.10 per share**, payable December 13, 2023[201](index=201&type=chunk)[411](index=411&type=chunk) [Use of Proceeds From Registered Securities](index=47&type=section&id=Use%20of%20Proceeds%20From%20Registered%20Securities) Information regarding the application of funds raised from registered securities offerings [Unregistered Sales of Equity Securities](index=47&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) Details on any equity securities issued without registration under the Securities Act of 1933 [Issuer Purchases of Equity Securities](index=47&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) Information on the company's share repurchase program, including authorization and activity - The Board authorized a share repurchase program in May 2016 for up to **$10.0 million**, extended until May 31, 2024[204](index=204&type=chunk)[395](index=395&type=chunk) Share Repurchase Activity (FY2023) | Metric | Value | | :------------------------------------ | :---------- | | Number of common shares acquired | 17,998 | | Average price per common share acquired | $10.07 | | Total cost of common shares acquired | $0.2 million | - As of September 30, 2023, **$8.1 million** remained available under the share repurchase program[184](index=184&type=chunk)[397](index=397&type=chunk) [Reserved](index=47&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported increased net sales and net income for FY2023, driven by comparable store sales growth and strong liquidity [Company Overview](index=48&type=section&id=Company%20Overview) Overview of the company's store count, geographic presence, and store development plans for fiscal year 2024 - As of September 30, 2023, the company operated **165 natural and organic grocery and dietary supplement stores** across **21 states**[207](index=207&type=chunk) - In fiscal year 2023, the company opened **3 new stores**, relocated/remodeled **3**, and closed **2**; it plans to open **4-6 new stores** and relocate/remodel **4-6 stores** in fiscal year 2024[209](index=209&type=chunk) [Performance Highlights](index=48&type=section&id=Performance%20Highlights) Key financial and operational metrics for fiscal year 2023, including net sales, net income, and EBITDA Fiscal Year 2023 Performance Highlights (vs. FY2022) | Metric | FY2023 (Millions) | FY2022 (Millions) | Change ($ Millions) | Change (%) | | :-------------------------------- | :---------------- | :---------------- | :------------------ | :--------- | | Net Sales | $1,140.6 | $1,089.6 | $50.9 | 4.7% | | Daily Average Comparable Store Sales | 3.6% (increase) | 2.6% (increase) | N/A | 1.0 pp | | Net Income | $23.2 | $21.4 | $1.9 | 8.8% | | EBITDA | $60.6 | $58.1 | $2.5 | 4.3% | | Adjusted EBITDA | $63.4 | $62.2 | $1.2 | 2.0% | | Cash and Cash Equivalents | $18.3 | $12.0 | $6.3 | 52.5% | | Available Revolving Facility | $48.5 | N/A | N/A | N/A | [Industry Trends and Economics](index=49&type=section&id=Industry%20Trends%20and%20Economics) Discussion of economic factors, cost inflation, and competitive landscape influencing the company's performance - The company's performance is influenced by broader economic trends, including consumer spending, labor shortages, and supply chain disruptions[212](index=212&type=chunk) - Experienced annualized cost inflation of approximately **7%** in fiscal year 2023 and **5%** in Q4 FY2023, mitigated by pricing strategies[212](index=212&type=chunk) - Operates in a growing but highly competitive natural and organic grocery and dietary supplement industry, facing challenges from existing and new competitors[213](index=213&type=chunk) [Outlook](index=50&type=section&id=Outlook) Anticipated future growth drivers, including customer loyalty, wellness trends, and potential for cost leverage - Anticipates continued profitable growth driven by a loyal customer base, increasing basket size, growing consumer interest in wellness, and a differentiated shopping experience[214](index=214&type=chunk) - Foresees opportunities for increased cost leverage and economies of scale as the store base expands, though growth is subject to economic and competitive conditions[215](index=215&type=chunk) [Key Financial Metrics in Our Business](index=50&type=section&id=Key%20Financial%20Metrics%20in%20Our%20Business) Explanation of key performance indicators and cost components used to evaluate business performance - Key performance indicators include net sales, daily average comparable store sales (which increased **3.6%** in FY2023), transaction count, and average transaction size[217](index=217&type=chunk) - Cost of goods sold and occupancy costs include inventory, shipping, distribution, buying, shrink, third-party delivery fees, and store occupancy (rent, CAM, taxes)[217](index=217&type=chunk) - Gross profit is net sales minus cost of goods sold and occupancy costs, with gross margin impacted by retail prices, product costs, occupancy, product mix, and new store openings[218](index=218&type=chunk) - Store expenses cover store-level costs like salaries, benefits, utilities, depreciation, advertising, and impairment charges, while administrative expenses cover home office costs[219](index=219&type=chunk)[220](index=220&type=chunk) - Pre-opening expenses for new stores and relocations/remodels are expensed as incurred, including rent, salaries, and advertising[221](index=221&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) Detailed analysis of financial performance, including net sales, gross profit, and expenses for recent fiscal years [Year ended September 30, 2023 compared to Year ended September 30, 2022](index=52&type=section&id=Year%20ended%20September%2030%2C%202023%20compared%20to%20Year%20ended%20September%2030%2C%202022) Comparative analysis of financial results for fiscal years 2023 and 2022, highlighting key changes in income statement items Consolidated Statements of Income Data (FY2023 vs FY2022, in thousands) | Metric | FY2023 | FY2022 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Net sales | $1,140,568 | $1,089,625 | $50,943 | 4.7% | | Cost of goods sold and occupancy costs | $813,637 | $784,744 | $28,893 | 3.7% | | Gross profit | $326,931 | $304,881 | $22,050 | 7.2% | | Store expenses | $257,282 | $242,057 | $15,225 | 6.3% | | Administrative expenses | $35,973 | $31,562 | $4,411 | 14.0% | | Pre-opening expenses | $2,007 | $1,107 | $900 | 81.3% | | Operating income | $31,669 | $30,155 | $1,514 | 5.0% | | Interest expense, net | $(3,299) | $(2,371) | $(928) | 39.1% | | Income before income taxes | $28,370 | $27,784 | $586 | 2.1% | | Provision for income taxes | $(5,127) | $(6,419) | $1,292 | (20.1)% | | Net income | $23,243 | $21,365 | $1,878 | 8.8% | | Basic EPS | $1.02 | $0.94 | $0.08 | 8.5% | | Diluted EPS | $1.02 | $0.94 | $0.08 | 8.5% | Other Operating Data (FY2023 vs FY2022) | Metric | FY2023 | FY2022 | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | | Number of stores at end of period | 165 | 164 | 0.6% | | Change in daily average comparable store sales | 3.6% | 2.6% | 1.0 pp | | Number of new stores opened | 3 | 3 | 0% | | Number of stores relocated/remodeled | 3 | 2 | 50% | | Number of stores closed | 2 | 1 | 100% | - Net sales increased by **4.7%** to **$1,140.6 million**, driven by a **3.6% increase** in daily average comparable store sales (**1.8% average transaction size**, **1.7% transaction count**), new store sales, and marketing initiatives[227](index=227&type=chunk) - Gross profit rose **7.2%** to **$326.9 million**, with gross margin increasing to **28.7%** from **28.0%**, primarily due to higher product margin from effective pricing and promotions, partially offset by higher shrink expense[228](index=228&type=chunk) - Store expenses increased **6.3%** to **$257.3 million**, and as a percentage of net sales, rose to **22.6%** from **22.2%**, mainly due to higher wage rates[229](index=229&type=chunk) - Administrative expenses increased **14.0%** to **$36.0 million**, driven by higher compensation, technology amortization, software, and legal expenses[230](index=230&type=chunk) - Net income increased **8.8%** to **$23.2 million**, with diluted EPS of **$1.02**, benefiting from a lower effective income tax rate (**18.1% vs 23.1%**) due to increased food donation deductions[233](index=233&type=chunk)[234](index=234&type=chunk) [Year ended September 30, 2022 compared to Year ended September 30, 2021](index=54&type=section&id=Year%20ended%20September%2030%2C%202022%20compared%20to%20Year%20ended%20September%2030%2C%202021) Comparative analysis of financial results for fiscal years 2022 and 2021, detailing changes in performance metrics [Non-GAAP financial measures](index=54&type=section&id=Non-GAAP%20financial%20measures) Discussion of non-GAAP financial measures like EBITDA and Adjusted EBITDA used for performance evaluation [EBITDA and Adjusted EBITDA](index=54&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Reconciliation and analysis of EBITDA and Adjusted EBITDA, highlighting their use in evaluating operational performance Reconciliation of Net Income to EBITDA and Adjusted EBITDA (FY2023 vs FY2022, in thousands) | Metric | FY2023 | FY2022 | | :-------------------------------------- | :------- | :------- | | Net income | $23,243 | $21,365 | | Interest expense, net | $3,299 | $2,371 | | Provision for income taxes | $5,127 | $6,419 | | Depreciation and amortization | $28,906 | $27,906 | | **EBITDA** | **$60,575** | **$58,061** | | Impairment of long-lived assets and store closing costs | $1,464 | $2,920 | | Share-based compensation | $1,360 | $1,186 | | **Adjusted EBITDA** | **$63,399** | **$62,167** | - EBITDA increased **4.3%** to **$60.6 million** in FY2023, maintaining **5.3% of net sales**[238](index=238&type=chunk) - Adjusted EBITDA increased **2.0%** to **$63.4 million**, representing **5.6% of net sales**[239](index=239&type=chunk) - Management uses EBITDA and Adjusted EBITDA as supplemental non-GAAP measures to evaluate operating performance and the effectiveness of operational strategies, as they remove non-cash and non-core operational impacts[240](index=240&type=chunk)[241](index=241&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) Overview of the company's cash flow, credit facilities, and capital allocation strategies for operations and growth - Primary liquidity sources are cash from operations, current cash balances (**$18.3 million** as of Sept 30, 2023), and borrowings under the Revolving Facility (**$48.5 million available**)[244](index=244&type=chunk) - Uses of cash include inventory purchases, operating expenses, capital expenditures for new stores and remodels, debt service, dividends, and share repurchases[244](index=244&type=chunk) - A special cash dividend of **$1.00 per share** and a quarterly dividend of **$0.10 per share** were approved in November 2023, to be funded by available cash and Revolving Facility borrowings[246](index=246&type=chunk) [Operating Activities](index=56&type=section&id=Operating%20Activities) Analysis of cash generated from the company's core business operations for the fiscal year Net Cash Provided by Operating Activities (in thousands) | Metric | FY2023 | FY2022 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Net cash provided by operating activities | $64,606 | $39,693 | $24,913 | 62.8% | [Investing Activities](index=56&type=section&id=Investing%20Activities) Details on cash used for capital expenditures, including new store openings and remodels Net Cash Used in Investing Activities (in thousands) | Metric | FY2023 | FY2022 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Net cash used in investing activities | $(37,950) | $(31,143) | $(6,807) | 21.9% | - Plans capital expenditures of **$30.0 million to $39.0 million** in fiscal year 2024, primarily for new store openings and relocations/remodels[251](index=251&type=chunk) [Financing Activities](index=56&type=section&id=Financing%20Activities) Information on cash flows related to debt, equity, dividends, and share repurchases Net Cash Used in Financing Activities (in thousands) | Metric | FY2023 | FY2022 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Net cash used in financing activities | $(20,353) | $(20,189) | $(164) | 0.8% | [Credit Facility](index=57&type=section&id=Credit%20Facility) Details on the company's revolving credit facility, including its terms, availability, and compliance - On November 16, 2023, the Revolving Facility was increased from **$50.0 million to $75.0 million** and its maturity extended to November 16, 2028[254](index=254&type=chunk)[412](index=412&type=chunk) Credit Facility Status (as of Sept 30, 2023, in millions) | Metric | Amount | | :-------------------------------- | :----- | | Revolving Facility Commitment | $75.0 | | Term Loan Facility Outstanding | $7.7 | | Revolving Facility Outstanding | $0.0 | | Available for Borrowing (Revolving) | $48.5 | - The company was in compliance with all Credit Facility covenants as of September 30, 2023[258](index=258&type=chunk)[371](index=371&type=chunk) [Share Repurchases](index=57&type=section&id=Share%20Repurchases) Summary of the company's share repurchase program, including activity and remaining authorization Share Repurchase Activity (FY2023) | Metric | Value | | :------------------------------------ | :---------- | | Number of common shares acquired | 17,998 | | Total cost of common shares acquired | $0.2 million | | Remaining authorization | $8.1 million | [Recent Accounting Pronouncements](index=57&type=section&id=Recent%20Accounting%20Pronouncements) Discussion of recently adopted and upcoming accounting standards and their anticipated impact on financial statements - Adopted ASU 2020-04 (Reference Rate Reform) in FY2023, replacing LIBOR with SOFR, with no material impact[345](index=345&type=chunk) - ASU 2016-13 (Credit Losses) will be effective in FY2024, but no material impact on consolidated financial statements is anticipated[347](index=347&type=chunk) [Critical Accounting Policies](index=58&type=section&id=Critical%20Accounting%20Policies) Overview of accounting policies requiring significant judgment and estimates, such as income taxes and asset impairment - Critical accounting policies involve significant judgment and estimates for income taxes, goodwill and intangible assets, impairment of long-lived assets, and leases[262](index=262&type=chunk) - Long-lived assets are assessed for impairment annually or when circumstances indicate non-recoverability, using projected undiscounted future cash flows and fair value estimates[268](index=268&type=chunk) - Lease accounting requires significant judgment in classifying leases (operating vs. finance), determining lease terms, and estimating incremental borrowing rates[271](index=271&type=chunk)[275](index=275&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on its floating-rate Credit Facility [Interest Rate Risk](index=60&type=section&id=Interest%20Rate%20Risk) Analysis of the company's exposure to interest rate fluctuations and their potential impact on financial results - The company's primary market risk is interest rate changes on its Credit Facility, which carries floating rates[277](index=277&type=chunk) - A hypothetical **100 basis point increase** in interest rates would change annual interest expense by **$0.2 million**[277](index=277&type=chunk) [Financial Statements and Supplementary Data](index=61&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements and accompanying notes for recent fiscal years - KPMG LLP issued unqualified opinions on the consolidated financial statements and the effectiveness of internal control over financial reporting for the fiscal year ended September 30, 2023[280](index=280&type=chunk)[281](index=281&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk) [Reports of Independent Registered Public Accounting Firm](index=62&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Includes the unqualified opinions from KPMG LLP on the consolidated financial statements and internal controls [Consolidated Balance Sheets](index=65&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20September%2030%2C%202023%20and%202022) Presents the company's financial position, including assets, liabilities, and equity, as of fiscal year-ends [Consolidated Statements of Income](index=66&type=section&id=Consolidated%20Statements%20of%20Income%20for%20the%20years%20ended%20September%2030%2C%202023%2C%202022%20and%202021) Details the company's revenues, expenses, and net income for the fiscal years presented [Consolidated Statements of Cash Flows](index=67&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20years%20ended%20September%2030%2C%202023%2C%202022%20and%202021) Reports cash inflows and outflows from operating, investing, and financing activities for the fiscal years [Consolidated Statements of Changes in Stockholders' Equity](index=69&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20for%20the%20years%20ended%20September%2030%2C%202023%2C%202022%20and%202021) Shows changes in equity accounts, including common stock, additional paid-in capital, and retained earnings [Notes to Consolidated Financial Statements](index=70&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and supplementary information for the consolidated financial statements - The company's revenue disaggregation for FY2023 shows Grocery at **70%**, Dietary Supplements at **21%**, and Body Care, Pet Care and Other at **9% of net sales**[354](index=354&type=chunk) - Long-lived asset impairment charges totaled **$1.3 million** in fiscal year 2023, down from **$2.9 million** in fiscal year 2022[325](index=325&type=chunk)[359](index=359&type=chunk)[363](index=363&type=chunk) - The Credit Facility was amended on November 16, 2023, increasing the Revolving Facility to **$75.0 million** and extending its maturity to November 16, 2028, while also permitting a special cash dividend of up to **$25.0 million**[254](index=254&type=chunk)[369](index=369&type=chunk)[412](index=412&type=chunk) [1. Organization](index=70&type=section&id=1.%20Organization) Describes the company's legal structure, business, and operational context [2. Basis of Presentation and Summary of Significant Accounting Policies](index=70&type=section&id=2.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the principles and key accounting policies used in preparing the financial statements [3. Revenue Recognition](index=74&type=section&id=3.%20Revenue%20Recognition) Details how and when the company recognizes revenue from its various sales channels [4. Earnings Per Share](index=75&type=section&id=4.%20Earnings%20Per%20Share) Explains the calculation of basic and diluted earnings per share for the reporting periods [5. Fair Value Measurements](index=75&type=section&id=5.%20Fair%20Value%20Measurements) Describes the methodologies and assumptions used for fair value measurements of financial instruments [6. Property and Equipment](index=76&type=section&id=6.%20Property%20and%20Equipment) Provides information on the company's property, plant, and equipment, including depreciation policies [7. Impairment of Long-Lived Assets](index=76&type=section&id=7.%20Impairment%20of%20Long-Lived%20Assets) Details the company's policy and assessment for impairment of long-lived assets [8. Goodwill and Other Intangible Assets](index=77&type=section&id=8.%20Goodwill%20and%20Other%20Intangible%20Assets) Information on the company's goodwill and other intangible assets, including amortization policies [9. Accrued Expenses](index=77&type=section&id=9.%20Accrued%20Expenses) Provides a breakdown of various accrued liabilities and their components [10. Debt](index=78&type=section&id=10.%20Debt) Details the company's debt obligations, including terms, interest rates, and covenants [11. Lease Commitments](index=79&type=section&id=11.%20Lease%20Commitments) Information on the company's operating and finance lease obligations and related accounting [12. Share-Based Compensation](index=82&type=section&id=12.%20Share-Based%20Compensation) Describes the company's share-based compensation plans and related accounting treatment [13. Stockholders' Equity](index=83&type=section&id=13.%20Stockholders%27%20Equity) Details the components of stockholders' equity, including common stock and retained earnings [14. Related Party Transactions](index=83&type=section&id=14.%20Related%20Party%20Transactions) Information on transactions between the company and its related parties [15. Income Taxes](index=84&type=section&id=15.%20Income%20Taxes) Details the company's income tax provision, deferred taxes, and effective tax rates [16. Defined Contribution Plan](index=85&type=section&id=16.%20Defined%20Contribution%20Plan) Information on the company's defined contribution retirement plan for employees [17. Segment Reporting](index=85&type=section&id=17.%20Segment%20Reporting) Details the company's operating segments and how they are reported [18. Commitments and Contingencies](index=86&type=section&id=18.%20Commitments%20and%20Contingencies) Information on the company's contractual commitments and potential contingent liabilities [19. Subsequent Events](index=86&type=section&id=19.%20Subsequent%20Events) Details significant events occurring after the balance sheet date but before financial statement issuance [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=87&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with accountants on accounting and financial disclosure matters [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management assessed the effectiveness of internal control over financial reporting and disclosure controls as effective [Internal Control Over Financial Reporting](index=87&type=section&id=Internal%20Control%20Over%20Financial%20Reporting) Management's conclusion on the effectiveness of internal control over financial reporting as of September 30, 2023 - Management concluded that internal control over financial reporting was effective as of September 30, 2023, providing reasonable assurance regarding financial reporting reliability[417](index=417&type=chunk) [Changes in Internal Control over Financial Reporting](index=87&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports on any material changes in internal control over financial reporting during the last fiscal quarter [Evaluation of Disclosure Controls and Procedures](index=87&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management's assessment of the effectiveness of the company's disclosure controls and procedures [Other Information](index=87&type=section&id=Item%209B.%20Other%20Information) The company reported no other information required by this item [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=87&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reported no disclosures regarding foreign jurisdictions that prevent inspections PART III [Directors, Executive Officers and Corporate Governance](index=88&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the proxy statement [Executive Compensation](index=88&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's proxy statement [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=88&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the proxy statement [Certain Relationships and Related Transactions, and Director Independence](index=88&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the proxy statement [Principal Accounting Fees and Services](index=88&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services, including KPMG LLP as the auditor, is incorporated by reference PART IV [Exhibits, Financial Statement Schedules](index=89&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of the Form 10-K [Form 10-K Summary](index=93&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company

Financial Data and Key Metrics Changes - For the fourth quarter, net sales increased by 7.6% year-over-year to $295.1 million, with daily average comparable store sales growth of 6.9% driven by a 3.6% increase in daily average transaction count and a 3.3% increase in daily average transaction size [17][20][41] - Fiscal year 2023 total revenue increased by 4.7% to $1.1 billion, with diluted earnings per share reaching a record $1.02, an 8.5% increase compared to the previous year [20][29][58] - Gross margin improved by 70 basis points for the fiscal year, while store expenses as a percentage of sales increased by 40 basis points [20][58] Business Line Data and Key Metrics Changes - Private label brands represented 7.8% of total sales in the fourth quarter, up from 7.6% in the same period last year, with 59 new National Grocers brand products launched during fiscal year 2023 [12][20] - The {N}power rewards program accounted for 77% of net sales, indicating strong customer engagement [41] Market Data and Key Metrics Changes - The company experienced strong customer traffic trends, with product cost inflation estimated at approximately 5% for the fourth quarter, down 200 basis points from the third quarter [40] - The item count per basket decreased slightly, reflecting an improving trend over the past several quarters, remaining above pre-pandemic levels [18] Company Strategy and Development Direction - The company aims to open four to six new stores and relocate or remodel four to six stores in fiscal year 2024, with a focus on enhancing customer engagement and operational excellence [46][60] - A special cash dividend of $1 per common share was declared, reflecting the company's strong operating trends and commitment to returning value to stockholders [16][38] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business outlook, anticipating that sales comps will be at the high end of the outlook range in the first half of the year, with more challenges expected in the second half due to stronger comparisons [23][61] - The company noted that its commitment to health and wellness continues to resonate with consumers, contributing to sales growth [30][66] Other Important Information - The company generated cash from operations of $64.6 million and invested $38 million in net capital expenditures during fiscal year 2023 [43] - The effective income tax rate decreased due to increased food donation deductions, with expectations for a normalized rate between 20% and 21% in fiscal year 2024 [57][58] Q&A Session Summary Question: How much did the easy compare play into the acceleration of the comp in the fourth quarter? - Management acknowledged that while the easy compare contributed, strong customer count growth was a significant positive factor [49][64] Question: What are the primary drivers of the strong performance? - Key drivers include effective communication with customers through the {N}power program, word-of-mouth promotion, and a pricing strategy focused on affordability [50][66] Question: What is the thought process behind the special dividend? - Management explained that the special dividend provides immediate value to shareholders and will not significantly impact cash flow over the next three years [54][71]

PART I. Financial Information This section provides Natural Grocers' interim financial statements and management's analysis of financial performance [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Natural Grocers' unaudited consolidated financial statements and detailed notes for the periods ended June 30, 2023, and September 30, 2022 [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's consolidated balance sheets as of June 30, 2023, and September 30, 2022 | Metric | June 30, 2023 (in thousands) | September 30, 2022 (in thousands) | | :-------------------------------- | :----------------------------- | :-------------------------------- | | Total current assets | $140,229 | $140,660 | | Total assets | $656,096 | $663,108 | | Total current liabilities | $135,834 | $137,728 | | Total liabilities | $489,160 | $507,296 | | Total stockholders' equity | $166,936 | $155,812 | - Total assets decreased by **$7.012 million** from September 30, 2022, to June 30, 2023, while total stockholders' equity increased by **$11.124 million** over the same period[17](index=17&type=chunk) [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) This section details the company's consolidated statements of income for the three and nine months ended June 30, 2023 and 2022 | Metric (in thousands) | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net sales | $281,791 | $266,309 | $845,493 | $815,419 | | Gross profit | $81,390 | $73,559 | $242,586 | $229,078 | | Operating income | $9,084 | $5,651 | $23,932 | $26,539 | | Net income | $7,072 | $3,933 | $17,363 | $19,205 | | Basic EPS | $0.31 | $0.17 | $0.76 | $0.85 | | Diluted EPS | $0.31 | $0.17 | $0.76 | $0.84 | - Net income for the three months ended June 30, 2023, increased by **79.8% year-over-year**, while for the nine months ended June 30, 2023, it decreased by **9.6% year-over-year**[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's consolidated statements of cash flows for the nine months ended June 30, 2023 and 2022 | Cash Flow Activity (in thousands) | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $36,159 | $29,505 | | Net cash used in investing activities | $(24,298) | $(18,018) | | Net cash used in financing activities | $(15,324) | $(15,249) | | Net decrease in cash and cash equivalents | $(3,463) | $(3,762) | | Cash and cash equivalents, end of period | $8,576 | $19,916 | - Net cash provided by operating activities increased by **$6.654 million (22.6%)** for the nine months ended June 30, 2023, compared to the same period in 2022[22](index=22&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section presents the company's consolidated statements of changes in stockholders' equity from September 30, 2022, to June 30, 2023 | Metric (in thousands) | Balances September 30, 2022 | Balances June 30, 2023 | | :-------------------- | :-------------------------- | :--------------------- | | Common stock | $23 | $23 | | Additional paid-in capital | $58,072 | $58,725 | | Retained earnings | $97,717 | $108,264 | | Treasury stock | $— | $(76) | | Total stockholders' equity | $155,812 | $166,936 | - Total stockholders' equity increased by **$11.124 million** from September 30, 2022, to June 30, 2023, primarily driven by net income and share-based compensation, partially offset by cash dividends and stock repurchases[24](index=24&type=chunk) [Notes to Unaudited Interim Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Interim%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited interim consolidated financial statements, explaining accounting policies and specific financial components [1. Organization](index=9&type=section&id=1.%20Organization) This note describes Natural Grocers' business operations, including its store count and product focus - Natural Grocers operates **164 retail stores** specializing in natural and organic groceries, dietary supplements, and body care products across **21 states** as of June 30, 2023[26](index=26&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=9&type=section&id=2.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of financial statement presentation and summarizes significant accounting policies, including recent accounting pronouncements - The financial statements are prepared in accordance with GAAP for interim reporting, reflecting all necessary adjustments, with the Company operating as one reporting segment[27](index=27&type=chunk)[29](index=29&type=chunk) - The Company adopted ASU 2020-04 (Reference Rate Reform) in Q1 FY2023, replacing LIBOR with SOFR for its Credit Facility, which did not have a material impact[32](index=32&type=chunk) - ASU 2016-13 (Credit Losses) will be effective for the Company's Q1 FY2024, with no anticipated material impact[33](index=33&type=chunk) [3. Revenue Recognition](index=10&type=section&id=3.%20Revenue%20Recognition) This note details the company's revenue recognition policies and provides a breakdown of net sales by product category - Revenue is recognized at the point of sale when control of goods is transferred to the customer, with gift card proceeds recorded as a liability until redemption[34](index=34&type=chunk)[36](index=36&type=chunk) | Product Category | Three months ended June 30, 2023 (in thousands) | % of Net Sales (2023) | Three months ended June 30, 2022 (in thousands) | % of Net Sales (2022) | | :----------------- | :------------------------------------ | :-------------------- | :------------------------------------ | :-------------------- | | Grocery | $196,162 | 69% | $186,626 | 70% | | Dietary supplements | $58,183 | 21% | $54,461 | 20% | | Body care, pet care and other | $27,446 | 10% | $25,222 | 10% | | **Total** | **$281,791** | **100%** | **$266,309** | **100%** | | Product Category | Nine months ended June 30, 2023 (in thousands) | % of Net Sales (2023) | Nine months ended June 30, 2022 (in thousands) | % of Net Sales (2022) | | :----------------- | :----------------------------------- | :-------------------- | :----------------------------------- | :-------------------- | | Grocery | $590,650 | 70% | $567,469 | 70% | | Dietary supplements | $174,860 | 21% | $170,668 | 21% | | Body care, pet care and other | $79,983 | 9% | $77,282 | 9% | | **Total** | **$845,493** | **100%** | **$815,419** | **100%** | [4. Earnings Per Share](index=11&type=section&id=4.%20Earnings%20Per%20Share) This note presents the basic and diluted earnings per share calculations for the reported periods | EPS Metric | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :----------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Basic EPS | $0.31 | $0.17 | $0.76 | $0.85 | | Diluted EPS | $0.31 | $0.17 | $0.76 | $0.84 | - Diluted EPS increased by **$0.14 (82.4%)** for the three months ended June 30, 2023, but decreased by **$0.08 (9.5%)** for the nine months ended June 30, 2023, compared to the respective prior periods[40](index=40&type=chunk) [5. Debt](index=11&type=section&id=5.%20Debt) This note describes the company's debt structure, including its Credit Facility and compliance with covenants - The Company's Credit Facility includes a **$50.0 million Revolving Facility** and a **$35.0 million Term Loan Facility**, maturing on November 13, 2024, with interest rates based on SOFR[41](index=41&type=chunk)[43](index=43&type=chunk) | Debt Metric (in millions) | June 30, 2023 | September 30, 2022 | | :------------------------ | :------------ | :----------------- | | Revolving Facility outstanding | $0.0 | $0.0 | | Available for borrowing (Revolving Facility) | $48.5 | $48.9 | | Term Loan Facility outstanding | $9.7 | $13.9 (implied from current/long-term portions) | - The Company was in compliance with all Credit Facility covenants as of June 30, 2023[45](index=45&type=chunk) [6. Stockholders' Equity](index=12&type=section&id=6.%20Stockholders'%20Equity) This note details changes in stockholders' equity, including share repurchase programs and dividend declarations - The Board authorized a share repurchase program up to **$10.0 million**, extended to May 31, 2024, with **$8.1 million** remaining available as of June 30, 2023[48](index=48&type=chunk)[51](index=51&type=chunk) | Share Repurchase Activity | Three months ended June 30, 2023 | Nine months ended June 30, 2023 | | :------------------------ | :------------------------------- | :------------------------------ | | Number of common shares acquired | 9,452 | 17,998 | | Average price per common share acquired | $10.12 | $10.07 | | Total cost of common shares acquired | $95 thousand | $181 thousand | - The Company paid quarterly cash dividends of **$0.10 per share** of common stock in each of the first three quarters of fiscal years 2023 and 2022, and approved another **$0.10 dividend** for September 2023[52](index=52&type=chunk)[75](index=75&type=chunk) [7. Lease Obligations](index=14&type=section&id=7.%20Lease%20Obligations) This note outlines the company's lease obligations, including lease terms, costs, and weighted-average remaining lease terms - The Company leases most of its stores, a repackaging facility, and administrative offices, with lease terms generally ranging from **10 to 25 years**[53](index=53&type=chunk) | Lease Cost Component (in thousands) | Three months ended June 30, 2023 | Nine months ended June 30, 2023 | | :---------------------------------- | :------------------------------- | :------------------------------ | | Operating lease cost | $11,204 | $33,546 | | Finance lease cost | $1,674 | $4,438 | | Short-term lease cost | $826 | $2,267 | | Variable lease cost | $1,747 | $4,852 | | Sublease income | $(84) | $(230) | | **Total lease cost** | **$15,407** | **$45,273** | - The weighted-average remaining lease term for operating leases was **10.4 years (3.8% discount rate)** and for finance leases was **14.3 years (4.9% discount rate)** as of June 30, 2023[63](index=63&type=chunk) [8. Property and Equipment](index=16&type=section&id=8.%20Property%20and%20Equipment) This note provides a breakdown of property and equipment, net, and related depreciation and amortization expenses | Property and Equipment (in thousands) | June 30, 2023 | September 30, 2022 | | :------------------------------------ | :------------ | :----------------- | | Construction in process | $13,178 | $8,651 | | Total gross property and equipment | $420,588 | $400,737 | | Accumulated depreciation and amortization | $(258,276) | $(243,558) | | **Property and equipment, net** | **$162,312** | **$157,179** | | Depreciation and Amortization (in thousands) | Three months ended June 30, 2023 | Nine months ended June 30, 2023 | | :------------------------------------------- | :------------------------------- | :------------------------------ | | Total depreciation and amortization expense | $7,210 | $21,426 | [9. Goodwill and Other Intangible Assets](index=17&type=section&id=9.%20Goodwill%20and%20Other%20Intangible%20Assets) This note presents the company's goodwill and other intangible assets, net, as of the reported periods | Intangible Assets (in thousands) | June 30, 2023 | September 30, 2022 | | :------------------------------- | :------------ | :----------------- | | Amortizable intangible assets, net | $8,025 | $8,138 | | Goodwill | $5,198 | $5,198 | | **Total goodwill and other intangibles, net** | **$14,134** | **$14,131** | [10. Accrued Expenses](index=17&type=section&id=10.%20Accrued%20Expenses) This note details the components of accrued expenses and their changes between periods | Accrued Expense (in thousands) | June 30, 2023 | September 30, 2022 | | :----------------------------- | :------------ | :----------------- | | Payroll and employee-related expenses | $10,868 | $14,527 | | Accrued property, sales, and use tax payable | $7,289 | $8,450 | | Deferred revenue | $2,045 | $1,757 | | **Total accrued expenses** | **$22,938** | **$26,737** | - Total accrued expenses decreased by **$3.799 million** from September 30, 2022, to June 30, 2023, primarily due to lower payroll and employee-related expenses[67](index=67&type=chunk) [11. Income Taxes](index=17&type=section&id=11.%20Income%20Taxes) This note presents the effective income tax rates and factors influencing them for the reported periods | Effective Income Tax Rate | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Rate | 14.1% | 22.1% | 19.1% | 22.7% | - The effective income tax rate decreased for both the three and nine months ended June 30, 2023, primarily due to increased food donation deductions[69](index=69&type=chunk) [12. Related Party Transactions](index=17&type=section&id=12.%20Related%20Party%20Transactions) This note discloses operating lease agreements and rent payments with related parties - The Company has operating leases with related parties, including Chalet Properties, LLC, with rent paid to Chalet being **$0.2 million** for the three months and **$0.6 million** for the nine months ended June 30, 2023[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [13. Commitments and Contingencies](index=18&type=section&id=13.%20Commitments%20and%20Contingencies) This note outlines the company's legal proceedings and management's assessment of potential financial impacts - A class action lawsuit alleging FLSA and Colorado labor law violations was largely decertified in May 2023, reducing the likelihood of a material loss contingency[73](index=73&type=chunk) - Management does not believe any currently pending legal proceedings will have a material adverse effect on the Company's financial statements[74](index=74&type=chunk) [14. Subsequent Event](index=18&type=section&id=14.%20Subsequent%20Event) This note describes a significant event occurring after the reporting period, specifically a dividend approval - On August 2, 2023, the Board approved a quarterly cash dividend of **$0.10 per share**, payable on September 13, 2023[75](index=75&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition and results of operations for the three and nine months ended June 30, 2023 [Company Overview](index=19&type=section&id=Company%20Overview) This section provides an overview of Natural Grocers' operations, store count, and strategic focus - Natural Grocers operates **164 stores** in **21 states** as of June 30, 2023, focusing on high-quality natural and organic products, customer service, and nutrition education[78](index=78&type=chunk) - The Company plans to open **four new stores** and relocate/remodel **three stores** in fiscal year 2023, with **two new stores** opened and **one relocated/remodelled** during the nine months ended June 30, 2023[80](index=80&type=chunk) [Performance Highlights](index=19&type=section&id=Performance%20Highlights) This section summarizes key financial performance metrics for the three and nine months ended June 30, 2023 | Metric (in millions) | Three months ended June 30, 2023 | Change (%) | Nine months ended June 30, 2023 | Change (%) | | :------------------- | :------------------------------- | :--------- | :------------------------------ | :--------- | | Net sales | $281.8 | 5.8% | $845.5 | 3.7% | | Daily average comparable store sales | 4.4% | N/A | 2.5% | N/A | | Net income | $7.1 | 79.8% | $17.4 | -9.6% | | EBITDA | $16.3 | 28.1% | $45.4 | -4.8% | | Adjusted EBITDA | $16.7 | 28.2% | $47.3 | -2.6% | [Industry Trends and Economics](index=20&type=section&id=Industry%20Trends%20and%20Economics) This section discusses industry trends, economic factors, and their impact on the company's operations and strategies - The Company experienced approximately **7% annualized cost inflation** in Q3 FY2023, impacting product costs, shipping, and labor, which it has mitigated through pricing strategies[84](index=84&type=chunk) - Labor shortages continue to challenge the retail industry, leading to increased wage investments for store Crew members[84](index=84&type=chunk) - The natural and organic grocery and dietary supplements industry continues to grow due to increased public interest in health and nutrition, providing expansion opportunities[84](index=84&type=chunk) [Outlook](index=21&type=section&id=Outlook) This section outlines key success factors and potential challenges affecting future sales growth and profitability - Key success factors include a loyal customer base, increasing basket size, growing consumer interest in nutrition, a differentiated shopping experience, and focus on high-quality, affordable products[87](index=87&type=chunk) - Future sales growth and profitability may be affected by increasing competitive conditions, regional and general economic conditions, and the fixed nature of certain costs[88](index=88&type=chunk) [Key Financial Metrics in Our Business](index=21&type=section&id=Key%20Financial%20Metrics%20in%20Our%20Business) This section defines key financial metrics used in the business and discusses factors influencing them - Net sales are gross sales net of discounts, coupons, returns, and allowances, with comparable store sales including stores open for at least **13 full months**[90](index=90&type=chunk)[95](index=95&type=chunk) - Gross margin is impacted by retail prices, product costs, occupancy costs, product mix, and new store openings, while store expenses are primarily labor-related[93](index=93&type=chunk)[94](index=94&type=chunk) - The grocery industry is highly competitive, with potential intensification from industry consolidation and expanding delivery options, alongside evolving consumer preferences[90](index=90&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's operating results, including net sales, gross profit, and net income | Metric (% of Net Sales) | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :---------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net sales | 100.0% | 100.0% | 100.0% | 100.0% | | Cost of goods sold and occupancy costs | 71.1% | 72.4% | 71.3% | 71.9% | | Gross profit | 28.9% | 27.6% | 28.7% | 28.1% | | Operating income | 3.2% | 2.1% | 2.8% | 3.3% | | Net income | 2.5% | 1.5% | 2.1% | 2.4% | - For the three months ended June 30, 2023, net sales increased **5.8% to $281.8 million**, driven by a **4.4% increase** in daily average comparable store sales, and gross margin improved to **28.9%**[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - For the nine months ended June 30, 2023, net sales increased **3.7% to $845.5 million**, with daily average comparable store sales up **2.5%**, but net income decreased **9.6% to $17.4 million** due to higher expenses[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk) [Non-GAAP financial measures](index=26&type=section&id=Non-GAAP%20financial%20measures) This section defines and reconciles non-GAAP financial measures like EBITDA and Adjusted EBITDA, used to assess operating performance - EBITDA and Adjusted EBITDA are non-GAAP measures used by management to assess operating performance by excluding non-cash depreciation/amortization, interest, taxes, and certain non-recurring items[118](index=118&type=chunk)[121](index=121&type=chunk) | Metric (in thousands) | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Nine months ended June 30, 2023 | Nine months ended June 30, 2022 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | EBITDA | $16,294 | $12,719 | $45,358 | $47,627 | | Adjusted EBITDA | $16,686 | $13,016 | $47,334 | $48,609 | - EBITDA increased **28.1%** for the three months but decreased **4.8%** for the nine months ended June 30, 2023, while Adjusted EBITDA increased **28.2%** and decreased **2.6%** respectively[119](index=119&type=chunk)[120](index=120&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity sources, cash flow activities, and capital expenditure plans - Primary liquidity sources are cash from operations, cash and cash equivalents, and the **$50.0 million Revolving Facility**, with **$8.6 million** in cash and **$48.5 million** available as of June 30, 2023[126](index=126&type=chunk) - Net cash provided by operating activities increased by **$6.7 million (22.6%) to $36.2 million** for the nine months ended June 30, 2023, primarily due to increased working capital[131](index=131&type=chunk) - Capital expenditures for the remainder of fiscal year 2023 are projected to be **$3.7 million to $10.7 million**, mainly for new store openings and relocations/remodels, with new stores averaging **$2.4 million** upfront investment[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company's market risk position has not materially changed from its Form 10-K, with the transition from LIBOR to SOFR for its Credit Facility not expected to materially affect liquidity or credit access - The transition from LIBOR to SOFR as the reference rate for the Credit Facility has not had, and is not expected to have, a material effect on the Company's liquidity or access to credit[145](index=145&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of June 30, 2023, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of June 30, 2023[147](index=147&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[148](index=148&type=chunk) PART II. Other Information This section covers legal proceedings, risk factors, equity sales, and other supplementary information for the company [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in various legal proceedings incidental to its business, including employment and customer injury claims. Management does not believe any currently pending legal proceeding will have a material adverse effect on its financial condition or results of operations - The Company is involved in various legal proceedings, but management does not anticipate any material adverse effect on its financial statements[150](index=150&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Company's Form 10-K[151](index=151&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company's Board authorized a share repurchase program up to $10.0 million, extended to May 31, 2024. During the three months ended June 30, 2023, the Company repurchased 9,452 shares at an average price of $10.12 per share - The share repurchase program, authorized for up to **$10.0 million**, was extended to May 31, 2024[152](index=152&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------------- | :------------------------------- | :--------------------------- | | May 1, 2023 to May 31, 2023 | 7,725 | $10.03 | | June 1, 2023 to June 30, 2023 | 1,727 | $10.53 | | **Total** | **9,452** | **N/A** | - As of June 30, 2023, approximately **$8.1 million** remained available for repurchases under the program[153](index=153&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including organizational documents, executive certifications, and XBRL financial statements - Exhibits include Amended and Restated Certificate of Incorporation and Bylaws, Section 302(a) and 906 certifications, and Inline XBRL formatted financial statements[155](index=155&type=chunk) [SIGNATURES](index=34&type=section&id=SIGNATURES) The report is duly signed on behalf of Natural Grocers by Vitamin Cottage, Inc. by Kemper Isely, Co-President, and Todd Dissinger, Chief Financial Officer on August 3, 2023 - The report was signed by Kemper Isely, Co-President, and Todd Dissinger, Chief Financial Officer, on August 3, 2023[160](index=160&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5034161 (State or other jurisdiction of ...

PART I. Financial Information [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim consolidated financial statements for the quarter ended December 31, 2022, detailing the company's financial position, performance, and cash flows [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2022, total assets were $658.5 million, liabilities decreased to $500.3 million, and stockholders' equity increased to $158.2 million Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Sep 30, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$658,529** | **$663,108** | | Total Current Assets | $140,133 | $140,660 | | **Total Liabilities** | **$500,343** | **$507,296** | | Total Current Liabilities | $139,538 | $137,728 | | **Total Stockholders' Equity** | **$158,186** | **$155,812** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) For Q1 FY2023, net sales increased slightly to $280.5 million, but operating income decreased to $6.4 million, leading to a 50.6% drop in net income to $4.4 million Consolidated Income Statement Summary (in thousands, except per share data) | Metric | Q1 FY2023 (ended Dec 31, 2022) | Q1 FY2022 (ended Dec 31, 2021) | Change | | :--- | :--- | :--- | :--- | | Net Sales | $280,457 | $277,288 | +1.1% | | Gross Profit | $78,719 | $78,737 | -0.02% | | Operating Income | $6,417 | $12,024 | -46.6% | | **Net Income** | **$4,407** | **$8,915** | **-50.6%** | | Diluted EPS | $0.19 | $0.39 | -51.3% | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased to $21.2 million in Q1 FY2023, while investing activities used $11.3 million, resulting in a net cash increase of $4.9 million Summary of Cash Flows (in thousands) | Activity | Three months ended Dec 31, 2022 | Three months ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $21,207 | $12,059 | | Net cash used in investing activities | $(11,275) | $(5,316) | | Net cash used in financing activities | $(5,032) | $(5,125) | | **Net increase in cash** | **$4,900** | **$1,618** | | Cash and cash equivalents, end of period | $16,939 | $25,296 | [Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased to $158.2 million as of December 31, 2022, primarily due to net income, partially offset by cash dividends - For the three months ended December 31, 2022, total stockholders' equity increased by **$2.4 million**, resulting from **$4.4 million** of net income and **$0.2 million** from share-based compensation, offset by **$2.3 million** in cash dividends[23](index=23&type=chunk) [Notes to Unaudited Interim Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Interim%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue recognition, and debt facilities, highlighting 165 stores, primary revenue from groceries, and available credit - The company operates **165 stores** in 21 states, specializing in natural and organic groceries, dietary supplements, and body care products[25](index=25&type=chunk) Revenue by Product Category (in thousands) | Category | Q1 FY2023 | % of Net Sales | Q1 FY2022 | % of Net Sales | | :--- | :--- | :--- | :--- | :--- | | Grocery | $197,358 | 70% | $192,029 | 69% | | Dietary supplements | $56,583 | 20% | $58,072 | 21% | | Body care, pet care and other | $26,516 | 10% | $27,187 | 10% | | **Total** | **$280,457** | **100%** | **$277,288** | **100%** | - As of December 31, 2022, the company had **$48.9 million** available under its Revolving Facility and **$13.7 million** outstanding under its Term Loan Facility, remaining in compliance with all debt covenants[44](index=44&type=chunk)[45](index=45&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q1 FY2023 financial performance, highlighting sales growth, net income decline due to margin and expense pressures, and liquidity [Performance Highlights](index=19&type=section&id=Performance%20Highlights) Q1 FY2023 saw net sales grow 1.1% to $280.5 million, but net income decreased to $4.4 million and Adjusted EBITDA declined 29.1% to $13.8 million Q1 FY2023 Key Performance Metrics | Metric | Q1 FY2023 | Q1 FY2022 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $280.5M | $277.3M | +1.1% | | Daily Avg. Comparable Store Sales | +0.5% | +3.8% | N/A | | Net Income | $4.4M | $8.9M | -50.6% | | Adjusted EBITDA | $13.8M | $19.5M | -29.1% | [Industry Trends and Economics](index=20&type=section&id=Industry%20Trends%20and%20Economics) The company faces significant cost inflation and supply chain disruptions, with an estimated 8% annualized cost inflation, yet plans to open four to six new stores in FY2023 - The company experienced annualized cost inflation of approximately **8%** in Q1 FY2023, driven by supply disruptions, increased shipping, commodity, and labor costs[85](index=85&type=chunk) - The company plans to open **four to six new stores** in fiscal year 2023, representing an annual new store growth rate between **2.4% and 3.7%**[86](index=86&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Net sales increased 1.1% to $280.5 million in Q1 FY2023, but declining gross margin and rising expenses led to a 46.6% drop in operating income and a 50.6% decrease in net income - The **0.5% increase** in daily average comparable store sales resulted from a **1.7% increase** in average transaction size, offset by a **1.2% decrease** in transaction count[102](index=102&type=chunk) - Gross margin declined from **28.4% to 28.1%** year-over-year, primarily due to lower product margin attributed to higher shrink, freight, and distribution expenses[103](index=103&type=chunk) - Store expenses as a percentage of net sales increased from **21.4% to 22.7%**, mainly driven by higher labor expenses from increased wage rates[104](index=104&type=chunk) [Non-GAAP Financial Measures](index=25&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like EBITDA and Adjusted EBITDA, which decreased by 29.6% to $13.5 million and 29.1% to $13.8 million respectively in Q1 FY2023 Reconciliation of Net Income to EBITDA and Adjusted EBITDA (in thousands) | Line Item | Q1 FY2023 | Q1 FY2022 | | :--- | :--- | :--- | | Net income | $4,407 | $8,915 | | Interest expense, net | $796 | $544 | | Provision for income taxes | $1,214 | $2,565 | | Depreciation and amortization | $7,062 | $7,113 | | **EBITDA** | **$13,479** | **$19,137** | | Impairment of long-lived assets | — | $95 | | Share-based compensation | $357 | $294 | | **Adjusted EBITDA** | **$13,836** | **$19,526** | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity with **$16.9 million** in cash and **$48.9 million** available on its revolving credit facility, planning **$16.7 million to $23.7 million** in capital expenditures for FY2023 - As of December 31, 2022, the company had **$16.9 million** in cash and cash equivalents and **$48.9 million** available for borrowing under its Revolving Facility[117](index=117&type=chunk) - The company plans to spend approximately **$16.7 million to $23.7 million** on capital expenditures during the remainder of fiscal year 2023 for new store openings and relocations/remodels[124](index=124&type=chunk) - On February 1, 2023, the Board approved a quarterly cash dividend of **$0.10 per share**, consistent with the dividend paid in the first quarter[119](index=119&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to market risk, noting the transition of its Credit Facility interest rate benchmark from LIBOR to SOFR - On December 15, 2022, the Company amended its Credit Facility to replace the LIBOR-based interest rate benchmark with one based on SOFR, which is not expected to materially affect liquidity[138](index=138&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2022, with no material changes in internal control over financial reporting - As of December 31, 2022, the company's principal executive and financial officers concluded that disclosure controls and procedures were effective at a reasonable assurance level[140](index=140&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[141](index=141&type=chunk) PART II. Other Information [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending a class action lawsuit alleging FLSA and Colorado labor law violations, believing the claims are without merit and not materially adverse - The company is defending a putative class action lawsuit alleging misclassification of assistant store managers and unpaid overtime under FLSA and Colorado labor laws, believing the claims are without merit[74](index=74&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes from the risk factors disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K[145](index=145&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Credit Agreement amendment, Sarbanes-Oxley certifications, and iXBRL data files - The exhibits filed with this report include the Sixth Amendment to the Credit Agreement, Sarbanes-Oxley certifications, and iXBRL data files[148](index=148&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5034161 (State or other jurisdiction of (I.R ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5034161 (State or other jurisdiction of i ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5034161 (State or other jurisdiction of ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2021 (Zip code) (303) 986-4600 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 Natural Grocers by Vitamin Cottage, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdi ...