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8-K - 8-K - Natural Grocers by Vitamin Cottage, Inc.a13-17961_18k.htm

Exhibit 99.1

 

 

Natural Grocers by Vitamin Cottage Announces Third Quarter and Year to Date Fiscal 2013 Results

 

Lakewood, Colorado, August 7, 2013. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced results for the third fiscal quarter and year to date fiscal 2013. The Company also updated its outlook for fiscal year 2013 and provided initial fiscal year 2014 outlook.

 

An Introduction

 

In addition to presenting the financial results of Natural Grocers by Vitamin Cottage, Inc. (NGVC) and its subsidiaries (collectively, the Company) in conformity with U.S. generally accepted accounting principles (GAAP), the Company has presented selected third fiscal quarter and nine month fiscal 2012 results on a pro forma basis to reflect the purchase of the 45% noncontrolling interest in Boulder Vitamin Cottage Group, LLC (BVC), which owned five stores in Colorado, as if it had occurred at the beginning of fiscal 2012.

 

Pro forma adjusted financial results and EBITDA are non-GAAP financial measures.  The Company describes the use of these non-GAAP financial measures at the end of this earnings release.  In addition, reconciliations of pro forma adjusted results and EBITDA to the most comparable GAAP measures are presented in schedules to this earnings release.

 

Descriptions of key metrics can be found in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Key Financial Metrics in Our Business” in the Form 10-Q for the quarterly period ended June 30, 2013.

 

Highlights for Third Quarter and Year to Date Fiscal 2013 Compared to Third Quarter and Year to Date Fiscal 2012

 

·                  Net sales increased 30.5% to $113.2 million in the third quarter and increased 28.0% to $315.5 million year to date.

 

·                  Daily average comparable store sales increased 10.4% in the third quarter and increased 11.2% year to date. Daily average comparable store sales removes the effect of changes in the number of selling days during the period. The third quarter had one more selling day due to the occurrence of Easter in March 2013 rather than April 2012 and year to date had one less selling day due to leap year in 2012.

 

·                  Net income attributable to NGVC increased 31.1% to $2.9 million with diluted earnings per share of $0.13 in the third quarter and increased 46.7% to $8.3 million with diluted earnings per share of $0.37 year to date.

 

·                  Net income attributable to NGVC compared to pro forma net income attributable to NGVC (which illustrates net income as if the Company owned 100% of BVC for the comparable period in fiscal 2012) increased 19.5% to $2.9 million for the third quarter and increased 33.4% to $8.3 million year to date.

 

·                  EBITDA increased 33.0% to $8.7 million in the third quarter and increased 37.1% to $24.2 million year to date.

 

“Our solid financial results this quarter reflect the continued strength of our business model, bolstered by our commitment to our five founding principles,” said Kemper Isely, NGVC Co-President. “With our strong comparable sales growth and a disciplined approach to managing expenses, we remain confident in our strategy and our ability to grow our store base while expanding both the top and bottom line.”

 

Operating Results — Third Quarter Fiscal 2013 Compared to Third Quarter Fiscal 2012

 

During the third quarter of fiscal 2013, net sales increased 30.5% over the same period in fiscal 2012 to $113.2 million due to a $16.4 million increase in sales from new stores and a $10.1 million, or 11.6%, increase in comparable store sales. Daily average comparable store sales increased 10.4% in the third quarter of fiscal 2013 compared to a 13.0% increase in the third quarter of fiscal 2012. The 10.4% increase in the third quarter of fiscal 2013 was driven by a 4.7% increase in daily average transaction count and a 5.4% increase in average transaction size. Daily average mature store sales increased 5.7% in the third quarter of fiscal 2013.

 

1



 

Gross profit during the third quarter of fiscal 2013 increased 28.3% over the same period in fiscal 2012 to $32.6 million driven by strong comparable store sales and new store growth. Gross profit reflects earnings after both product and occupancy costs. Gross margin was 28.8% during the third quarter of fiscal 2013 compared to 29.3% in the third quarter of fiscal 2012. Gross margin decreased due to a shift in sales mix toward products with lower margins and a decrease in product margin for bulk products. The bulk product margin decreased due to increased production costs as a result of the relocation to a larger bulk food repackaging and distribution center in September 2012. In addition, occupancy costs as a percentage of sales decreased due to the seven new stores accounted for as capital leases (1). If these leases had qualified as operating leases, the straight-line rent expense would have been included in occupancy costs and the Company’s gross profit would have been approximately 55 basis points lower and interest expense would have been approximately 55 basis points lower as a percentage of sales.

 

Store expenses as a percentage of sales decreased 50 basis points during the third quarter compared to the comparable period driven by a decrease in salary-related expenses at comparable stores.

 

Administrative expenses as a percentage of sales decreased 30 basis points during the third quarter compared to the comparable period as a result of the Company’s ability to support additional store investments and sales without proportionate investments in overhead.

 

Pre-opening and relocation expenses as a percentage of sales increased 30 basis points during the third quarter compared to the comparable period primarily due to the increased number and timing of new store openings and increased per-store expense.

 

Interest expense as a percent of sales increased 35 basis points during the third quarter compared to the comparable period, due to interest expense related to capital leases, partially offset by the payoff of the term loan and all outstanding amounts under the revolving credit facility in July 2012.

 

As a result of the purchase of the remaining noncontrolling interest in BVC in July 2012, income from the five BVC stores is included in net income and there was no net income attributable to noncontrolling interest in the third quarter of fiscal 2013. The prior comparable quarter included $339,000 of net income attributable to noncontrolling interest.

 

Net income attributable to NGVC increased to $2.9 million for the third quarter of fiscal 2013, a 31.1% increase compared to the same period in fiscal 2012. Net income attributable to NGVC increased 19.5% compared to pro forma net income attributable to NGVC in the third quarter of fiscal 2012.

 

EBITDA increased $2.2 million, or 33.0%, to $8.7 million, or 7.7%, of sales for the third quarter of fiscal 2013 compared to $6.5 million, or 7.5%, of sales in the same period in fiscal 2012. The new stores that were accounted for as capital leases rather than being reflected as operating leases increased EBITDA as a percentage of sales by approximately 55 basis points due to the impact on gross profit, as discussed above.

 

Operating Results — Year to Date Fiscal 2013 Compared to Year to Date Fiscal 2012

 

Year to date fiscal 2013, net sales increased 28.0% over the same period in fiscal 2012 to $315.5 million due to a $42.4 million increase in sales from new stores and a $26.6 million, or 10.8%, increase in comparable store sales. Daily average comparable store sales increased 11.2% year to date fiscal 2013 compared to a 10.7% increase year to date fiscal 2012. The 11.2% increase year to date fiscal 2013 is due to a 6.0% increase in daily average transaction count and a 5.0% increase in average transaction size. Daily average mature store sales increased 6.5%, year to date fiscal 2013.

 

Gross profit year to date fiscal 2013 increased 26.9% over the same period in fiscal 2012 to $92.2 million driven by positive comparable store sales and new store growth. Gross profit reflects earnings after both product and occupancy costs. Gross margin was 29.2% year to date fiscal 2013 compared to 29.5% year to date fiscal 2012. Gross margin decreased due to a shift in sales mix toward products with lower margins, offset by purchasing improvements. Additionally, there was a decrease in product margin for bulk products due to increased production costs as a result of the relocation to a larger bulk food repackaging and distribution center in September 2012. Occupancy costs as a percentage of sales remained flat versus the comparable prior year period. During the year to date fiscal 2013, seven of the Company’s stores were accounted for as capital leases (1). If these leases had qualified as operating leases the straight-line rent expense would have been included in occupancy costs and the Company’s gross profit would have been approximately 40 basis points lower and interest expense would have been approximately 40 basis points lower as a percentage of sales.

 

Store expenses as a percentage of sales decreased 60 basis points year to date compared to the comparable period driven by a decrease in salary-related expenses as a percent of sales at comparable stores.

 

Administrative expenses as a percentage of sales decreased 20 basis points year to date compared to the comparable period as a result of the Company’s ability to support additional store investments and sales without proportionate investments in overhead.

 

2



 

Pre-opening and relocation expenses as a percentage of sales increased 20 basis points year to date compared to the comparable period primarily due to the increased number and timing of new store openings and increased per-store expense.

 

Interest expense as a percentage of sales increased 20 basis points year to date compared to the comparable period due to interest expense related to capital leases partially offset by the payoff of the term loan and all outstanding amounts under the revolving credit facility in July 2012.

 

As a result of the purchase of the remaining noncontrolling interest in BVC in July 2012, income from the five BVC stores is included in net income and there was no net income attributable to noncontrolling interest year to date fiscal 2013. The prior comparable period included $901,000 of net income attributable to noncontrolling interest.

 

Net income attributable to NGVC increased to $8.3 million year to date fiscal 2013, a 46.7% increase compared to the same period in fiscal 2012. Net income attributable to NGVC increased 33.4% compared to pro forma net income attributable to NGVC year to date fiscal 2012.

 

EBITDA increased $6.6 million, or 37.1%, to $24.2 million, or 7.7%, of sales year to date fiscal 2013 compared to $17.7 million, or 7.2%, of sales in the same period in fiscal 2012. The new stores that were accounted for as capital leases rather than being reflected as operating leases increased EBITDA as a percentage of sales by approximately 50 basis points due to the impact on gross profit as discussed above as well as occupancy costs that would have been included in pre-opening expenses.

 


(1)         In the nine months ended June 30, 2012, all of the Company’s leases were accounted for as operating leases with rent expense included in occupancy costs. During the quarter and nine months ended June 30, 2013, seven of the Company’s stores were accounted for as capital leases. For leases accounted for as capital leases, the Company does not record straight-line rent expense in cost of goods sold and occupancy costs, but rather rental payments are recognized as a reduction of the capital lease liabilities and as interest expense.

 

Balance Sheet and Cash Flow

 

Year to date fiscal 2013, the Company generated $15.1 million in cash from operating activities and invested $25.9 million in capital expenditures primarily for new stores.

 

As of June 30, 2013, the Company had $5.7 million in cash and cash equivalents, $500,000 in restricted cash and $1.7 million in available-for-sale securities, as well as $15.0 million available under its revolving credit facility.

 

The Company was deemed to be the owner during the construction period for five build-to-suit store locations. Two opened during the fourth quarter of fiscal 2012, two opened during the first quarter of fiscal 2013 and one opened during the second quarter of fiscal 2013. In addition, the Company has two stores which are accounted for as capital leases. Both opened during the second quarter of fiscal 2013.

 

Growth and Development

 

During the third quarter of fiscal 2013, the Company opened three new stores, bringing the total store count to 68 stores located in 13 states. Since the end of the third fiscal quarter the Company has opened two stores in Omaha, NE and Beaverton, OR.

 

As of this release, the Company has opened 11 stores in fiscal 2013 and has signed leases to open two additional stores in the remainder of fiscal 2013. In addition, the Company plans to complete the remodel of two existing stores and relocate one existing store in the remainder of fiscal 2013.

 

The Company has signed leases for 11 stores planned to open in fiscal 2014. Leases have been signed for locations in Colorado, Idaho, Kansas, Oklahoma, Oregon, Texas, Utah and Washington.

 

Fiscal Year 2013 and Initial Fiscal Year 2014 Outlook

 

To promote the long-term success of the Company and the creation of shareholder value, the Company anticipates granting restricted stock units (RSUs) in the fourth quarter fiscal 2013 totaling approximately $2.0 million in non-cash stock compensation, to certain employees who are not named executive officers.  The RSUs would vest 20% at grant date and, subject to continuing service and minimum hours, 20% annually over the next four years. The RSUs would be issued under the 2012 Omnibus Incentive Plan.

 

The following table provides information on the Company’s updated fiscal 2013 outlook.

 

3



 

 

 

Prior Fiscal
2013 Outlook

 

Current Fiscal
2013 Outlook

 

Year to
Date FY’13
Actual

 

Number of new stores

 

13

 

*

 

9

 

Number of remodels/relocations

 

3

 

*

 

 

Daily average comparable store sales growth

 

8.5% to 9.5%

 

9.5% to 10.5%

 

11.2

%

EBITDA percent of sales (1)

 

7.3% to 7.5%

 

*

 

7.7

%

Net income attributable to NGVC percent of sales (1)

 

2.5% to 2.7%

 

*

 

2.6

%

Diluted earnings per share (1)

 

$0.46 to $0.49

 

*

 

$

0.37

 

Capital expenditures (in millions)

 

$28 to $33

 

$32 to $34

 

$

25.9

(2)

 


* No change from prior outlook.

(1)         Includes anticipated fourth quarter fiscal 2013 non-cash stock compensation associated with the anticipated RSU grant during the fourth quarter fiscal 2013.

(2)         Includes $5.0 million of capital expenditures for assets acquired as of September 30, 2012 but paid during the year to date fiscal 2013, primarily for new stores.

 

The increase in the Company’s outlook for daily average comparable store sales growth reflects the 11.2% year to date fiscal 2013 actual increase. The increase in capital expenditures outlook includes $1.0 million for two non-store-related capital projects which will streamline the herb bulk repackaging area and build out corporate office space in the warehouse behind the current offices.

 

The following table provides information on the Company’s initial fiscal year 2014 outlook.

 

 

 

Fiscal
2014 Outlook

 

Number of new stores

 

15

 

New store growth

 

20.8

%

Sales growth

 

~25+

%

EBITDA growth

 

~25+

%

Net income growth

 

~30+

%

 

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 US: 1-800-860-2442; Canada: 1-866-605-3852 or international: 1-412-858-4600. The conference ID is “Natural Grocers by Vitamin Cottage.” A simultaneous audio webcast will be available at http://Investors.NaturalGrocers.com and archived for a minimum of 30 days.

 

About Natural Grocers by Vitamin Cottage

 

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is a rapidly expanding specialty retailer of natural and organic groceries and dietary supplements whose products must meet strict quality guidelines. Grocery products may not contain artificial colors, flavors, preservatives, sweeteners, or partially hydrogenated or hydrogenated oils. Natural Grocers’ flexible small-store format allows it to offer affordable prices in a shopper-friendly retail environment. The Company provides extensive free, science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 70 stores in 13 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 current expectations and assumptions that are subject to risks and uncertainties. All statements that are not statements of historical facts are forward-looking statements. Actual results could differ materially from those described in the forward-looking statements because of factors such as our industry, business strategy, goals and expectations concerning our market position, the economy, future operations, margins, profitability, capital expenditures, liquidity and capital resources, other financial and operating information and other risks detailed in the Company’s Form 10-K for the year-ended September 30, 2012, as amended by Form 10-K/A (Form 10-K) and our 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 update forward-looking statements.

 

4



 

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

 

5



 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Income

(Unaudited)

 

 

 

Three months ended
June 30,

 

Nine months ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net sales

 

$

113,164,186

 

86,706,603

 

315,480,353

 

246,452,481

 

Cost of goods sold and occupancy costs

 

80,570,383

 

61,306,972

 

223,232,981

 

173,769,970

 

Gross profit

 

32,593,803

 

25,399,631

 

92,247,372

 

72,682,511

 

Store expenses

 

23,181,277

 

18,198,873

 

65,546,788

 

52,666,794

 

Administrative expenses

 

3,242,073

 

2,760,154

 

9,909,680

 

8,285,080

 

Pre-opening and relocation expenses

 

960,932

 

457,536

 

2,276,222

 

1,311,167

 

Operating income

 

5,209,521

 

3,983,068

 

14,514,682

 

10,419,470

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Dividends and interest income

 

2,240

 

1,427

 

6,879

 

5,438

 

Interest expense

 

(609,857

)

(144,403

)

(1,266,320

)

(474,530

)

Total other expense

 

(607,617

)

(142,976

)

(1,259,441

)

(469,092

)

Income before income taxes

 

4,601,904

 

3,840,092

 

13,255,241

 

9,950,378

 

Provision for income taxes

 

(1,716,012

)

(1,300,121

)

(4,930,751

)

(3,372,826

)

Net income

 

2,885,892

 

2,539,971

 

8,324,490

 

6,577,552

 

Net income attributable to noncontrolling interest

 

 

(339,178

)

 

(901,367

)

Net income attributable to Natural Grocers by Vitamin Cottage, Inc.

 

$

2,885,892

 

2,200,793

 

8,324,490

 

5,676,185

 

Net income attributable to Natural Grocers by Vitamin Cottage, Inc. per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

0.10

 

0.37

 

0.25

 

Diluted

 

$

0.13

 

0.10

 

0.37

 

0.25

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

22,401,924

 

22,372,184

 

22,389,287

 

22,372,184

 

Diluted

 

22,443,576

 

22,372,184

 

22,437,429

 

22,372,184

 

 

6



 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Balance Sheets

(Unaudited)

 

 

 

June 30,
2013

 

September 30,
2012

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

5,651,928

 

17,290,948

 

Restricted cash

 

500,000

 

 

Short term investments — available-for-sale securities

 

1,736,004

 

777,445

 

Accounts receivable, net

 

1,881,530

 

1,755,142

 

Merchandise inventory

 

43,372,662

 

37,543,861

 

Prepaid expenses and other assets

 

508,965

 

696,364

 

Deferred income tax assets

 

1,026,968

 

842,963

 

Total current assets

 

54,678,057

 

58,906,723

 

Property and equipment, net

 

91,837,518

 

64,602,743

 

Other assets:

 

 

 

 

 

Long-term investments — available-for-sale securities

 

 

973,729

 

Deposits and other assets

 

206,116

 

196,365

 

Goodwill

 

511,029

 

511,029

 

Deferred financing costs, net

 

33,766

 

54,643

 

Other intangibles, net of accumulated amortization of $654,187 and $626,609, respectively

 

388,886

 

416,464

 

Total other assets

 

1,139,797

 

2,152,230

 

Total assets

 

$

147,655,372

 

125,661,696

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

26,847,736

 

26,031,756

 

Accrued expenses

 

8,464,195

 

7,783,430

 

Note payable — related party, current portion

 

 

260,187

 

Capital lease finance obligations, current portion

 

50,589

 

11,884

 

Capital lease obligations, current portion

 

116,505

 

 

Total current liabilities

 

35,479,025

 

34,087,257

 

Long-term liabilities:

 

 

 

 

 

Capital lease finance obligations, net of current portion

 

11,108,395

 

4,168,700

 

Capital lease finance obligation for assets under construction

 

 

1,345,258

 

Capital lease obligations, net of current portion

 

4,702,919

 

 

Deferred income tax liabilities

 

5,549,553

 

4,143,351

 

Deferred rent

 

4,308,579

 

3,618,233

 

Leasehold incentives

 

4,944,215

 

5,327,408

 

Note payable — related party, net of current portion

 

 

22,312

 

Total long-term liabilities

 

30,613,661

 

18,625,262

 

Total liabilities

 

66,092,686

 

52,712,519

 

Commitments

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value. Authorized 50,000,000 shares, 22,401,924 and 22,372,184 issued and outstanding at June 30, 2013 and September 30, 2012, respectively

 

22,402

 

22,372

 

Additional paid in capital

 

52,961,713

 

52,675,925

 

Accumulated other comprehensive loss

 

(495

)

(3,696

)

Retained earnings

 

28,579,066

 

20,254,576

 

Total stockholders’ equity

 

81,562,686

 

72,949,177

 

Total liabilities and stockholders’ equity

 

$

147,655,372

 

125,661,696

 

 

7



 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Nine months ended June 30,

 

 

 

2013

 

2012

 

Operating activities:

 

 

 

 

 

Net income

 

$

8,324,490

 

6,577,552

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

9,689,495

 

7,228,745

 

Loss on disposal of property and equipment

 

10,362

 

 

Stock-based compensation

 

86,655

 

 

Deferred income tax expense

 

1,222,196

 

757,457

 

Excess tax benefit from stock-based compensation

 

(210,935

)

 

Amortization of deferred financing costs

 

39,060

 

30,230

 

Interest accrued on investments and amortization of premium

 

14,738

 

 

Other amortization

 

25,578

 

50,878

 

Changes in operating assets and liabilities

 

 

 

 

 

Decrease (increase) in:

 

 

 

 

 

Accounts receivable, net

 

(126,388

)

(169,532

)

Income tax receivable

 

(15,338

)

1,701,917

 

Merchandise inventory

 

(5,828,801

)

(4,239,785

)

Prepaid expenses and other assets

 

192,987

 

(736,982

)

Increase in:

 

 

 

 

 

Accounts payable

 

396,882

 

2,974,103

 

Accrued expenses

 

1,016,700

 

2,698,485

 

Deferred rent and leasehold incentives

 

307,153

 

1,166,622

 

Net cash provided by operating activities

 

15,144,834

 

18,039,690

 

Investing activities:

 

 

 

 

 

Acquisition of property and equipment

 

(25,862,698

)

(13,511,451

)

Proceeds from sale of property and equipment

 

3,654

 

596,024

 

Purchase of available-for-sale securities

 

(521,367

)

 

Proceeds from sale of available-for-sale securities

 

90,000

 

 

Proceeds from maturity of available-for-sale securities

 

435,000

 

 

Increase in restricted cash

 

(500,000

)

 

Notes receivable, related party—insurance premiums

 

 

(4,729

)

Increase in split-dollar life insurance premiums

 

 

(81,991

)

Payments received on notes receivable, related party

 

 

270,301

 

Payments received for premiums paid on split dollar life insurance

 

 

659,852

 

Net cash used in investing activities

 

(26,355,411

)

(12,071,994

)

Financing activities:

 

 

 

 

 

Repayments under credit facility

 

 

(1,613,481

)

Repayments under note payable, related party

 

(282,499

)

(418,887

)

Distributions to noncontrolling interests

 

 

(450,000

)

Capital lease finance obligation payments

 

(70,505

)

 

Excess tax benefit from stock-based compensation

 

210,935

 

 

Equity issuance costs

 

(268,192

)

(558,323

)

Loan fees paid

 

(18,182

)

(4,049

)

Net cash used in financing activities

 

(428,443

)

(3,044,740

)

Net (decrease) increase in cash and cash equivalents

 

(11,639,020

)

2,922,956

 

Cash and cash equivalents, beginning of the period

 

17,290,948

 

377,549

 

Cash and cash equivalents, end of the period

 

$

5,651,928

 

3,300,505

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest, net of capitalized interest of none and $21,100, respectively

 

$

7,383

 

485,168

 

Cash paid for interest on capital lease finance obligations and capital lease obligations

 

1,219,535

 

 

Income taxes paid

 

2,888,794

 

519,231

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

Acquisition of property and equipment not yet paid

 

$

5,557,687

 

2,058,131

 

Property acquired through capital lease finance obligations

 

5,657,625

 

 

Property acquired through capital lease obligations

 

4,865,446

 

 

 

8



 

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Non-GAAP Financial Measures
(Unaudited)

 

In addition to reporting financial results in accordance with GAAP, the Company provides information regarding pro forma net income, EBITDA and additional information about its operating results.  These measures are not in accordance with, or an alternative to, GAAP (non-GAAP). The Company’s management believes that these presentations provide useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company as well as using EBITDA as a component of the incentive compensation. The Company defines pro forma net income as what net income would have been had it owned 100% of BVC for all periods presented. The Company defines EBITDA as net income attributable to Natural Grocers by Vitamin Cottage, Inc. before interest expense, provision for income tax, net income attributable to the noncontrolling interest and depreciation and amortization.

 

The following is a tabular presentation of the non-GAAP financial measures, including reconciliation from net income attributable to Natural Grocers by Vitamin Cottage, Inc. to pro forma net income and EBITDA.

 

Pro Forma Statement of Income Data

 

In connection with the IPO in July 2012, the Company purchased the 45% noncontrolling interest in BVC, not previously owned by the Company. Prior to the purchase of the noncontrolling interest, the Company held a controlling 55% interest in BVC. As such, the consolidated statement of income includes the revenues and expenses of BVC for the three and nine months ended June 30, 2012 as required by GAAP. 45% of BVC’s net income has previously been reported as net income attributable to noncontrolling interest in the Company’s consolidated statement of income for the three and nine months ended June 30, 2012 in which it did not own 100% of BVC. The pro forma financial data presented below illustrates what net income would have been had the Company owned 100% of BVC for the three and nine months ended June 30, 2012. The Company’s effective tax rate increased as a result of the BVC acquisition, as the income attributable to the noncontrolling interest was nontaxable income prior to the BVC acquisition but is included in taxable income after the acquisition.

 

The following table reconciles net income attributable to Natural Grocers by Vitamin Cottage, Inc. to pro forma net income:

 

 

 

Three months ended
June 30, 2012

 

Nine months ended
June 30, 2012

 

Net income attributable to Natural Grocers by Vitamin Cottage, Inc.

 

$

2,200,793

 

5,676,185

 

Net income attributable to noncontrolling interest

 

339,178

 

901,367

 

Net income

 

2,539,971

 

6,577,552

 

Provision for income taxes

 

1,300,121

 

3,372,826

 

Income before income taxes

 

3,840,092

 

9,950,378

 

Pro forma provision for income taxes

 

(1,426,080

)

(3,708,791

)

Pro forma net income

 

$

2,414,012

 

6,241,587

 

Per Share Data:

 

 

 

 

 

Pro forma net income per common share

 

 

 

 

 

Basic

 

$

0.11

 

0.28

 

Diluted

 

$

0.11

 

0.28

 

 

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EBITDA

 

EBITDA is not a measure of financial performance under GAAP. The Company believes EBITDA provides additional information about (i) operating performance, because it assists in comparing the operating performance of stores on a consistent basis, as it removes the impact of non-cash depreciation and amortization expense as well as items not directly resulting from core operations such as interest expense and income taxes and (ii) the performance and the effectiveness of operational strategies. Additionally, EBITDA is a measure in the Company’s debt covenants under the credit facility and incentive compensation plans base incentive compensation payments on EBITDA performance. Furthermore, investors use EBITDA as a supplemental measure to evaluate the overall operating performance of companies in the industry. Management believes that investors’ understanding of performance is enhanced by including this non-GAAP financial measure as a reasonable base for comparing ongoing results of operations. Many investors are interested in understanding the performance of the business by comparing the Company’s results from ongoing operations period over period and would ordinarily add back non-cash expenses such as depreciation and amortization as well as items that are not part of normal day-to-day operations of business such as interest expense and income taxes. By providing this non-GAAP financial measure, together with a reconciliation from net income attributable to Natural Grocers by Vitamin Cottage, Inc., the Company believes it is enhancing investors’ understanding of the business and results of operations, as well as assisting investors in evaluating how well the Company is executing strategic initiatives. The Company’s competitors may define EBITDA differently and, as a result, the Company’s measure of EBITDA may not be directly comparable to EBITDA of other companies. Items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA is a supplemental measure of operating performance that does 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 of the Company as indicators of financial performance. EBITDA has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of, the Company’s results as reported under GAAP. EBITDA should not be considered as a measure of discretionary cash available to the Company to invest in the growth of the business.

 

The following table reconciles net income attributable to Natural Grocers by Vitamin Cottage, Inc. to EBITDA:

 

 

 

Three months ended
June 30,

 

Nine months ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net income attributable to Natural Grocers by Vitamin Cottage, Inc.

 

$

2,885,892

 

2,200,793

 

8,324,490

 

5,676,185

 

Net income attributable to noncontrolling interest

 

 

339,178

 

 

901,367

 

Net income

 

2,885,892

 

2,539,971

 

8,324,490

 

6,577,552

 

Interest expense

 

609,857

 

144,403

 

1,266,320

 

474,530

 

Provision for income taxes

 

1,716,012

 

1,300,121

 

4,930,751

 

3,372,826

 

Depreciation and amortization

 

3,464,127

 

2,539,748

 

9,689,495

 

7,228,745

 

EBITDA

 

$

8,675,888

 

6,524,243

 

24,211,056

 

17,653,653

 

 

CONTACT: Sandra Buffa, 303-986-4600, sbuffa@vitamincottage.com

 

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