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Natural Grocers by Vitamin Cottage, Inc.

For the period ended Dec 31, 2025. Filed Feb 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 5, 2026

NGVC$28.61-2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001437749-25-025419

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-05.

0001437749-26-003196

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 93 previous paragraphs and 90 current paragraphs.

53 unchanged; 23 reworded; 13 added; 16 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 26 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

Administrative expenses decreased $0.7 million, or 5.9%, to $10.8 million for the three months ended December 31, 2025 compared to $11.5 million for the three months ended December 31, 2024. The decrease in administrative expenses was primarily driven by costs incurred in the prior year period related to the Chief Financial Officer transition. Administrative expenses as a percentage of net sales were 3.2% and 3.5% for the three months ended December 31, 2025 and 2024, respectively.

Current report

Adjusted EBITDA increased 3.1% to $23.5 million for the three months ended December 31, 2025 compared to $22.8 million for the three months ended December 31, 2024. Adjusted EBITDA as a percentage of net sales was 7.0% and 6.9% for the three months ended December 31, 2025 and 2024, respectively.

Current report

Net cash used in investing activities increased $0.2 million, or 1.7%, to $9.6 million for the three months ended December 31, 2025 compared to $9.4 million for the three months ended December 31, 2024.
Removed paragraphs (16)

Previous report

In recent years, the costs of certain goods we sell were impacted by levels of inflation higher than we have historically experienced, resulting in part from supply disruptions, geopolitical instability, including the conflicts in Ukraine and the Middle East, increased shipping and transportation costs, increased commodity costs, increased labor costs in the supply chain, monetary policy actions, other disruptions and the uncertain economic environment. While levels of inflation moderated during fiscal year 2024, we are unable to predict the impact of inflationary or disinflationary trends on consumer behavior and our sales and profitability in the future. In addition, the United States recently has imposed, or has proposed, tariffs on a broad range of foreign-sourced products and materials. Although the tariffs imposed have not had a material impact on our business, financial condition and results of operations, there can be no assurance that this will continue to be the case. The imposition of additional tariffs and trade restrictions, or a prolonged trade conflict between the United States and its trade partners, could result in adverse and uncertain economic conditions and adversely impact demand for our products.

Previous report

Net sales increased $19.6 million, or 6.3%, to $328.7 million for the three months ended June 30, 2025 compared to $309.1 million for the three months ended June 30, 2024, due to a $19.0 million increase in comparable store sales and a $3.4 million increase in new store sales, partially offset by a $2.8 million decrease in net sales related to closed stores. We estimate that net sales for the three months ended June 30, 2025 were adversely impacted by the disruption to our operations resulting from the UNFI cybersecurity incident, as discussed above in “Industry Trends and Economics,” by approximately $3.5 million to $4.0 million. Daily average comparable store sales increased 7.4% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The daily average comparable store sales increase resulted from a 4.8% increase in daily average transaction count and a 2.4% increase in daily average transaction size. Comparable store average transaction size was $48.02 for the three months ended June 30, 2025.

Previous report

Administrative expenses increased $1.4 million, or 14.7%, to $10.9 million for the three months ended June 30, 2025 compared to $9.5 million for the three months ended June 30, 2024. The increase in administrative expenses was driven by higher technology expenses and compensation expenses. Administrative expenses as a percentage of net sales were 3.3% and 3.1% for the three months ended June 30, 2025 and 2024, respectively.

Previous report

Nine months ended June 30, 2025 compared to the nine months ended June 30, 2024

Previous report

Gross profit increased $29.4 million, or 10.9%, to $298.9 million for the nine months ended June 30, 2025 compared to $269.4 million for the nine months ended June 30, 2024. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 30.0% for the nine months ended June 30, 2025 compared to 29.3% for the nine months ended June 30, 2024. The increase in gross margin during the nine months ended June 30, 2025 was driven by higher product margin primarily attributed to effective promotions, and store occupancy cost leverage.

Previous report

Store expenses increased $13.2 million, or 6.4%, to $218.0 million for the nine months ended June 30, 2025 compared to $204.8 million for the nine months ended June 30, 2024. The increase in store expenses was primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 21.9% and 22.3% for the nine months ended June 30, 2025 and 2024, respectively. The decrease in store expenses as a percentage of net sales reflects expense leverage.

Previous report

Administrative expenses increased $5.0 million, or 17.6%, to $33.5 million for the nine months ended June 30, 2025 compared to $28.5 million for the nine months ended June 30, 2024. The increase in administrative expenses was driven by higher compensation expenses, including costs related to our Chief Financial Officer transition, and technology expenses. Administrative expenses as a percentage of net sales were 3.4% and 3.1% for the nine months ended June 30, 2025 and 2024, respectively.

Previous report

Pre-opening expenses were $0.9 million for the nine months ended June 30, 2025 compared to $1.3 million for the nine months ended June 30, 2024.

Previous report

Interest expense, net of capitalized interest, was $2.4 million for the nine months ended June 30, 2025 compared to $3.1 million for the nine months ended June 30, 2024.

Previous report

Income tax expense increased $2.6 million for the nine months ended June 30, 2025 to $9.5 million compared to $6.9 million for the nine months ended June 30, 2024. The Company’s effective income tax rate was 21.5% and 21.6% for the nine months ended June 30, 2025 and 2024, respectively.

Previous report

Net income was $34.6 million, or $1.49 diluted earnings per share, for the nine months ended June 30, 2025 compared to $24.9 million, or $1.08 diluted earnings per share, for the nine months ended June 30, 2024.

Previous report

Adjusted EBITDA increased 10.1% to $24.4 million for the three months ended June 30, 2025 compared to $22.2 million for the three months ended June 30, 2024. Adjusted EBITDA increased 21.2% to $73.5 million for the nine months ended June 30, 2025 compared to $60.6 million for the nine months ended June 30, 2024. Adjusted EBITDA as a percentage of net sales was 7.4% and 7.2% for the three months ended June 30, 2025 and 2024, respectively. Adjusted EBITDA as a percentage of net sales was 7.4% and 6.6% for the nine months ended June 30, 2025 and 2024, respectively.

Previous report

Net cash used in investing activities decreased $8.9 million, or 27.9%, to $22.9 million for the nine months ended June 30, 2025 compared to $31.8 million for the nine months ended June 30, 2024. This decrease was primarily the result of decreases in acquisitions of property and equipment of $7.9 million and other intangibles of $0.7 million during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, and was attributed to the timing of new store openings, relocations/remodels, and software projects under development.
Reworded paragraphs (23)

Previous wording

We operate natural and organic grocery and dietary supplement stores that are focused on providing high-quality products at affordable prices, exceptional customer service, nutrition education and community outreach. We offer a variety of natural and organic groceries, dietary supplements and body care products that meet our strict quality standards. We believe we have been at the forefront of the natural and organic foods movement since our founding. We are headquartered in Lakewood, Colorado. As of June 30, 2025, we operated 169 stores in 21 states, including Colorado, Arizona, Arkansas, Idaho, Iowa, Kansas, Louisiana, Minnesota, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming. We also operate a bulk food repackaging facility and distribution center in Golden, Colorado.

Current wording

We operate natural and organic grocery and dietary supplement stores that are focused on providing high-quality products at affordable prices, exceptional customer service, nutrition education and community outreach. We offer a variety of natural and organic groceries, dietary supplements and body care products that meet our strict quality standards. We believe we have been at the forefront of the natural and organic foods movement since our founding. We are headquartered in Lakewood, Colorado. As of December 31, 2025, we operated 168 stores in 21 states, including Colorado, Arizona, Arkansas, Idaho, Iowa, Kansas, Louisiana, Minnesota, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming. We also operate a bulk food repackaging facility and distribution center in Golden, Colorado.

Previous wording

The growth in the organic and natural foods industry and growing consumer interest in health and nutrition have enabled us to continue to open new stores and enter new markets. During the five fiscal years ended September 30, 2024, we increased our store count at a compound annual growth rate of 2.0%. In fiscal year 2024, we opened four new stores and relocated/remodeled four existing stores. We plan to open two new stores and relocate/remodel three existing stores in fiscal year 2025. During the nine months ended June 30, 2025, we opened two new stores, relocated/remodeled two existing stores and closed two stores. Between July 1, 2025 and the date of this Form 10-Q, we did not open any new stores and relocated/remodeled one existing store.

Current wording

The growth in the organic and natural foods industry and growing consumer interest in health and nutrition have enabled us to continue to open new stores and enter new markets. During the five years ended September 30, 2025, we increased our store count at a compound annual growth rate of 1.2%. In fiscal year 2025, we opened two new stores, relocated/remodeled three existing stores and closed two stores. We plan to open six to eight new stores and relocate/remodel two to three existing stores in fiscal year 2026. We intend to target an annual new store unit growth rate of 4% to 5% for the foreseeable future. During the three months ended December 31, 2025, we relocated one existing store and closed one store. Between January 1, 2026 and the date of this Form 10-Q, we did not open any new stores or relocate/remodel any existing stores.

Previous wording

Key highlights of our performance for the three and nine months ended June 30, 2025 are discussed briefly below and in further detail throughout this MD&A. Key financial metrics, including, but not limited to, daily average comparable store sales, are defined in the section “Key Financial Metrics in Our Business,” presented later in this MD&A.

Current wording

Key highlights of our performance for the three months ended December 31, 2025 are discussed briefly below and in further detail throughout this MD&A. Key financial metrics including, but not limited to, daily average comparable store sales, are defined in the section “Key Financial Metrics in Our Business,” presented later in this MD&A.

Previous wording

Our cost of goods sold and occupancy costs include the cost of inventory sold during the period (net of discounts and allowances), shipping and handling costs, distribution and supply chain costs (including the costs of our bulk food repackaging facility), buying costs, shrink expense, third-party delivery fees and store occupancy costs. Store occupancy costs include rent, common area maintenance and real estate taxes. Depreciation expense included in cost of goods sold relates to depreciation of assets directly used at our bulk food repackaging facility. The components of our cost of goods sold and occupancy costs may not be identical to those of our competitors, and, as a result, our cost of goods sold and occupancy costs data included in this Form 10-Q may not be identical to those of our competitors and may not be comparable to similar data made available by our competitors. Occupancy costs as a percentage of net sales typically decrease as new stores mature and sales increase. Lease payments for leases classified as finance lease obligations are not recorded in cost of goods sold and occupancy costs. Rather, these lease payments are recognized as a reduction of the related obligations and as interest expense.

Current wording

Our cost of goods sold and occupancy costs include the cost of merchandise inventory sold during the period (net of discounts and allowances), shipping and handling costs, distribution and supply chain costs (including the costs of our bulk food repackaging facility), buying costs, shrink expense, third-party delivery fees and store occupancy costs. Store occupancy costs include rent, common area maintenance and real estate taxes. Depreciation expense included in cost of goods sold relates to depreciation of assets directly used at our bulk food repackaging facility. The components of our cost of goods sold and occupancy costs may not be identical to those of our competitors, and, as a result, our cost of goods sold and occupancy costs data included in this Form 10-Q may not be identical to those of our competitors and may not be comparable to similar data made available by our competitors. Occupancy costs as a percentage of net sales typically decrease as new stores mature and sales increase. Lease payments for leases classified as finance lease obligations are not recorded in cost of goods sold and occupancy costs. Rather, these lease payments are recognized as a reduction of the related obligations and as interest expense.

Previous wording

Store expenses consist of store-level expenses, such as salary and benefits, share-based compensation, supplies, utilities, depreciation, advertising, bank credit card charges and other related costs associated with operations and purchasing support. Depreciation expense included in store expenses relates to depreciation for assets directly used at the stores, including depreciation on land improvements, leasehold improvements, fixtures and equipment and technology. Depreciation expenses on the lease assets related to the finance leases of the stores are also considered store expenses. Additionally, store expenses include any gain or loss recorded on the disposal of fixed assets and lease terminations, primarily related to store relocations, as well as store closing costs. Store expenses also include long-lived asset impairment charges. The majority of store expenses consist of labor-related expenses, which we closely manage and which trend closely with sales. Labor-related expenses as a percentage of net sales tend to be higher at new stores compared to comparable stores, as new stores require a minimum level of staffing in order to maintain adequate levels of customer service combined with lower sales. As new stores increase their sales, labor-related expenses as a percentage of net sales typically decrease.

Current wording

Store expenses consist of store-level expenses, such as salary and benefits, share-based compensation, supplies, utilities, depreciation, advertising, bank credit card charges and other related costs associated with operations and purchasing support. Depreciation expense included in store expenses relates to depreciation for assets directly used at the stores, including depreciation on land improvements, leasehold improvements, fixtures and equipment and technology. Depreciation expenses on the lease assets related to the finance leases of the stores are also considered store expenses. Additionally, store expenses include sublease income and any gain or loss recorded on the disposal of fixed assets and lease terminations, primarily related to store relocations, as well as store closing costs. Store expenses also include long-lived asset impairment charges. The majority of store expenses consist of labor-related expenses, which we closely manage and which trend closely with sales. Labor-related expenses as a percentage of net sales tend to be higher at new stores compared to comparable stores, as new stores require a minimum level of staffing in order to maintain adequate levels of customer service combined with lower sales. As new stores increase their sales, labor-related expenses as a percentage of net sales typically decrease.

Previous wording

Administrative expenses consist of home office-related expenses, such as salary and benefits, share-based compensation, office supplies, hardware and software expenses, depreciation and amortization expense, occupancy costs (including rent, common area maintenance, real estate taxes and utilities), software services expenses, professional services expenses, expenses associated with our Board, expenses related to compliance with the requirements of regulations applicable to publicly traded companies, and other general and administrative expenses. Depreciation expense included in administrative expenses relates to depreciation for assets directly used at the home office including depreciation on land improvements, leasehold improvements, fixtures and equipment, and computer hardware and software.

Current wording

Administrative expenses consist of home office-related expenses, such as salary and benefits, share-based compensation, office supplies, hardware and software expenses, depreciation and amortization expense, occupancy costs (including rent, common area maintenance, real estate taxes and utilities), software services expenses, professional services expenses, expenses associated with our Board, expenses related to compliance with the requirements of regulations applicable to publicly traded companies, and other general and administrative expenses and income. Depreciation expense included in administrative expenses relates to depreciation for assets directly used at the home office including depreciation on land improvements, leasehold improvements, fixtures and equipment, and computer hardware and software.

Previous wording

Net sales increased $75.8 million, or 8.2%, to $994.7 million for the nine months ended June 30, 2025 compared to $918.9 million for the nine months ended June 30, 2024, due to a $72.8 million increase in comparable store sales and a $9.8 million increase in new store sales, partially offset by a $6.8 million decrease in net sales related to closed stores. Daily average comparable store sales increased 8.4% for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. The daily average comparable store sales increase for the nine months ended June 30, 2025 resulted from a 5.4% increase in daily average transaction count and a 2.9% increase in daily average transaction size. Comparable store average transaction size was $48.63 for the nine months ended June 30, 2025.

Current wording

Net sales increased $5.4 million, or 1.6%, to $335.6 million for the three months ended December 31, 2025 compared to $330.2 million for the three months ended December 31, 2024, due to a $5.7 million increase in comparable store sales and a $2.4 million increase in new store sales, partially offset by a $2.8 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.7% for the three months ended December 31, 2025 compared to an increase of 8.9% for the three months ended December 31, 2024. The daily average comparable store sales increase in the first quarter of fiscal year 2026 resulted from a 1.0% increase in daily average transaction count and a 0.7% increase in daily average transaction size. Comparable store average transaction size was $49.35 for the three months ended December 31, 2025.

Previous wording

Gross profit increased $7.9 million, or 8.8%, to $98.3 million for the three months ended June 30, 2025 compared to $90.3 million for the three months ended June 30, 2024. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 29.9% for the three months ended June 30, 2025 compared to 29.2% for the three months ended June 30, 2024. The increase in gross margin during the three months ended June 30, 2025 was driven by higher product margin primarily attributed to effective promotions.

Current wording

Gross profit increased less than $0.1 million, or 0.0%, to $98.9 million for the three months ended December 31, 2025 compared to $98.8 million for the three months ended December 31, 2024. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.5% for the three months ended December 31, 2025 compared to 29.9% for the three months ended December 31, 2024. The decrease in gross margin during the three months ended December 31, 2025 was driven by lower product margin primarily due to higher inventory shrink.

Previous wording

Store expenses increased $4.1 million, or 6.1%, to $71.7 million for the three months ended June 30, 2025 compared to $67.6 million for the three months ended June 30, 2024. The increase in store expenses was primarily driven by higher compensation expenses. Store expenses as a percentage of net sales were 21.8% and 21.9% for the three months ended June 30, 2025 and 2024, respectively. The decrease in store expenses as a percentage of net sales reflects expense leverage.

Current wording

Store expenses decreased $0.5 million, or 0.7%, to $73.0 million for the three months ended December 31, 2025 compared to $73.5 million for the three months ended December 31, 2024. The decrease in store expenses was primarily driven by expense management. Store expenses as a percentage of net sales were 21.8% and 22.3% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Pre-opening expenses were less than $0.1 million for the three months ended June 30, 2025 compared to $0.4 million for the three months ended June 30, 2024.

Current wording

Pre-opening expenses were $0.4 million for each of the three months ended December 31, 2025 and 2024.

Previous wording

Interest expense, net of capitalized interest, was $0.7 million for the three months ended June 30, 2025 compared to $1.1 million for the three months ended June 30, 2024.

Current wording

Interest expense, net of capitalized interest, was $0.7 million and $0.9 million for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Income tax expense increased $0.7 million for the three months ended June 30, 2025 to $3.3 million compared to $2.6 million for the three months ended June 30, 2024. The Company’s effective income tax rate was 22.1% and 21.9% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Income tax expense increased $0.1 million for the three months ended December 31, 2025 to $2.6 million compared to $2.5 million for the three months ended December 31, 2024. The Company’s effective income tax rate was approximately 18.7% and 20.0% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Net income was $11.6 million, or $0.50 diluted earnings per share, for the three months ended June 30, 2025 compared to $9.2 million, or $0.40 diluted earnings per share, for the three months ended June 30, 2024.

Current wording

Net income was $11.3 million, or $0.49 diluted earnings per share, for the three months ended December 31, 2025 compared to $9.9 million, or $0.43 diluted earnings per share, for the three months ended December 31, 2024.

Previous wording

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

Current wording

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

Previous wording

EBITDA increased 13.8% to $23.5 million for the three months ended June 30, 2025 compared to $20.7 million for the three months ended June 30, 2024. EBITDA increased 21.4% to $70.3 million for the nine months ended June 30, 2025 compared to $57.9 million for the nine months ended June 30, 2024. EBITDA as a percentage of net sales was 7.2% and 6.7% for the three months ended June 30, 2025 and 2024, respectively. EBITDA as a percentage of net sales was 7.1% and 6.3% for the nine months ended June 30, 2025 and 2024, respectively.

Current wording

EBITDA increased 6.2% to $22.6 million for the three months ended December 31, 2025 compared to $21.3 million for the three months ended December 31, 2024. EBITDA as a percentage of net sales was 6.7% and 6.4% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Our ongoing primary sources of liquidity are cash generated from operations, current balances of cash and cash equivalents and borrowings under our Credit Facility. Our primary uses of cash are for purchases of inventory, operating expenses, capital expenditures predominantly in connection with opening, relocating and remodeling stores, debt service, cash dividends, share repurchases and corporate taxes. As of June 30, 2025, we had $13.2 million in cash and cash equivalents and $69.5 million available for borrowing under our Credit Facility.

Current wording

Our ongoing primary sources of liquidity are cash generated from operations, current balances of cash and cash equivalents and borrowings under our Credit Facility. Our primary uses of cash are for purchases of merchandise inventory, operating expenses, SaaS implementation costs, capital expenditures predominantly in connection with opening, relocating and remodeling stores, property acquisitions, debt service, cash dividends, share repurchases and corporate taxes. As of December 31, 2025, we had $23.2 million in cash and cash equivalents and $67.6 million available for borrowing under our Credit Facility.

Previous wording

We paid a quarterly cash dividend of $0.12 per share of common stock in each of the first three quarters of fiscal year 2025. On August 6, 2025, our Board approved the payment of a quarterly cash dividend of $0.12 per share of common stock to be paid on September 17, 2025 to stockholders of record as of the close of business on September 2, 2025.

Current wording

We paid a quarterly cash dividend of $0.15 per share of common stock in the three months ended December 31, 2025. On February 4, 2026, our Board approved the payment of a quarterly cash dividend of $0.15 per share of common stock to be paid on March 18, 2026 to stockholders of record as of the close of business on March 2, 2026.

Previous wording

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, impairment of long-lived assets and store closures, share-based compensation, and changes in deferred taxes, and the effect of changes in operating assets and liabilities. Cash provided by operating activities decreased $9.6 million, or 19.5%, to $39.7 million for the nine months ended June 30, 2025 compared to $49.3 million for the nine months ended June 30, 2024. The decrease in cash provided by operating activities was the result of a decrease in cash provided by operating assets and liabilities, partially offset by an increase in cash provided by net income as adjusted for non-cash items.

Current wording

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, impairment of long-lived assets and store closures, share-based compensation and changes in deferred taxes, and the effect of changes in operating assets and liabilities. Cash provided by operating activities increased $18.5 million, or 688.0%, to $21.1 million for the three months ended December 31, 2025 compared to $2.7 million for the three months ended December 31, 2024. The increase in cash provided by operating activities was the result of increases in cash provided by operating assets and liabilities, primarily attributable to the timing of accounts payable payments and merchandise inventory purchases and lower capitalized SaaS implementation costs, and in cash provided by net income as adjusted for non-cash items.

Previous wording

We plan to spend approximately $7.1 million to $10.1 million on capital expenditures during the remainder of fiscal year 2025 primarily in connection with expected new store openings and store relocations/remodels.

Current wording

We plan to spend approximately $40.4 million to $45.4 million on capital expenditures during the remainder of fiscal year 2026, primarily in connection with expected new store openings and store relocations/remodels.

Previous wording

Acquisition of property and equipment not yet paid decreased $0.4 million to $2.2 million for the nine months ended June 30, 2025 compared to $2.6 million for the nine months ended June 30, 2024 due to the timing of payments related to new store openings and relocations/remodels.

Current wording

Acquisition of property and equipment not yet paid increased $2.5 million to $6.3 million for the three months ended December 31, 2025 compared to $3.8 million for the three months ended December 31, 2024 due to the timing of payments related to new store openings and relocations/remodels.

Previous wording

Net cash used in financing activities consists primarily of borrowings and repayments under our Credit Facility and dividends paid to stockholders. Net cash used in financing activities was $12.4 million for the nine months ended June 30, 2025 compared to $21.9 million for the nine months ended June 30, 2024. During the nine months ended June 30, 2024, we paid a special cash dividend to stockholders of $22.7 million.

Current wording

Net cash used in financing activities consists primarily of borrowings and repayments under our Credit Facility and dividends paid to stockholders. Net cash used by financing activities was $5.5 million for the three months ended December 31, 2025 compared to net cash provided by financing activities of $4.2 million for the three months ended December 31, 2024.

Previous wording

The aggregate revolving commitment amount available under the Credit Facility is $72.5 million, including a $5.0 million sub-limit for standby letters of credit. The operating company is the borrower under the Credit Facility, and its obligations under the Credit Facility are guaranteed by the holding company and VC2. The Credit Facility is secured by a lien on substantially all of the Company’s assets. The Company has the right to borrow, prepay and re-borrow revolving amounts under the Credit Facility at any time prior to the maturity date without premium or penalty. On November 16, 2023, we amended the Credit Facility to: (i) increase our aggregate revolving commitments from $50.0 million to $75.0 million; (ii) extend the maturity date of the revolving commitments under the Credit Facility to November 16, 2028; (iii) permit payment of a one-time cash dividend of up to $25.0 million no later than December 31, 2023; and (iv) increase the Company’s restricted payment capacity by $2.5 million, allowing the Company to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount not to exceed $15.0 million during any fiscal year. The aggregate revolving commitment amount is automatically and permanently reduced by $2.5 million on each anniversary date until the Credit Facility matures on November 16, 2028, unless we have previously exercised our option to reduce the aggregate revolving commitments to a lower amount.

Current wording

The aggregate revolving commitment amount under the Credit Facility is $70.0 million, including a $5.0 million sub-limit for standby letters of credit. The operating company is the borrower under the Credit Facility, and its obligations under the Credit Facility are guaranteed by us, the holding company. The Credit Facility is secured by a lien on substantially all of the Company’s assets. The Company has the right to borrow, prepay and re-borrow revolving amounts under the Credit Facility at any time prior to the maturity date without premium or penalty. On November 16, 2023, we amended the Credit Facility to: (i) increase our aggregate revolving commitments from $50.0 million to $75.0 million; (ii) extend the maturity date of the revolving commitments under the Credit Facility to November 16, 2028; and (iii) increase the Company’s restricted payment capacity by $2.5 million, allowing the Company to repurchase shares of common stock and pay dividends on its common stock in an aggregate amount not to exceed $15.0 million during any fiscal year. The aggregate revolving commitment amount will be automatically and permanently reduced by $2.5 million on each anniversary date until the Credit Facility matures on November 16, 2028, unless we have previously exercised our option to reduce the aggregate revolving commitments to a lower amount.

Previous wording

We had no revolving loan amounts outstanding under the Credit Facility as of June 30, 2025 and September 30, 2024. As of June 30, 2025 and September 30, 2024, we had undrawn, issued and outstanding letters of credit of $3.0 million and $2.2 million, respectively, which were reserved against the amount available for borrowing under the Credit Facility. We had $69.5 million and $72.8 million available for borrowing under the Credit Facility as of June 30, 2025 and September 30, 2024, respectively.

Current wording

We had no revolving loan amounts outstanding under the Credit Facility as of December 31, 2025 and September 30, 2025. As of December 31, 2025 and September 30, 2025, we had undrawn, issued and outstanding letters of credit of $2.4 million, which were reserved against the amount available for borrowing under the Credit Facility. We had $67.6 million and $70.1 million available for borrowing under the Credit Facility as of December 31, 2025 and September 30, 2025, respectively.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

*Figures may not sum due to rounding.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The following table summarizes our results of operations and other operating data for the periods presented, dollars in thousands: