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Natural Grocers by Vitamin Cottage, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 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.

Jun 30, 2026 · Filed Aug 6, 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 2026-03-31; filed 2026-05-07.

0001437749-26-015576

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001437749-26-026255

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 95 previous paragraphs and 95 current paragraphs.

60 unchanged; 32 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 25 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 (3)

Current report

Administrative expenses decreased $1.4 million, or 13.2%, to $9.5 million for the three months ended June 30, 2026 compared to $10.9 million for the three months ended June 30, 2025. Administrative expenses as a percentage of net sales were 2.8% and 3.3% for the three months ended June 30, 2026 and 2025, respectively. Administrative expenses for the three months ended June 30, 2026 included a business interruption insurance recovery gain of $2.0 million related to the Company’s primary distributor’s cybersecurity incident in June and July 2025.

Current report

Pre-opening expenses were $1.3 million for the three months ended June 30, 2026 compared to less than $0.1 million for the three months ended June 30, 2025.

Current report

Nine months ended June 30, 2026 compared to the nine months ended June 30, 2025
Removed paragraphs (3)

Previous report

Administrative expenses increased $1.1 million, or 10.0%, to $12.1 million for the three months ended March 31, 2026 compared to $11.0 million for the three months ended March 31, 2025. The increase in administrative expenses was primarily driven by higher technology expenses. Administrative expenses as a percentage of net sales were 3.6% and 3.3% for the three months ended March 31, 2026 and 2025, respectively.

Previous report

Pre-opening expenses were $0.6 million for the three months ended March 31, 2026 compared to $0.4 million for the three months ended March 31, 2025.

Previous report

Six months ended March 31, 2026 compared to the six months ended March 31, 2025
Reworded paragraphs (32)

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 March 31, 2026, 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 June 30, 2026, we operated 172 stores in 22 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, Wisconsin 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, 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 six months ended March 31, 2026, we opened one new store, relocated one existing store and closed one store. Between April 1, 2026 and the date of this Form 10-Q, we opened one new store and relocated 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 fiscal 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 seven new stores and relocate/remodel two 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 nine months ended June 30, 2026, we opened four new stores, relocated two existing stores and closed one store. Between July 1, 2026 and the date of this Form 10-Q, we opened two new stores.

Previous wording

Key highlights of our performance for the three and six months ended March 31, 2026 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 and nine months ended June 30, 2026 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

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, rental income, 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.

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, rental income, business interruption insurance recovery gain, 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

Interest expense consists of the interest associated with finance lease obligations and our Credit Facility, net of capitalized interest.

Current wording

Interest expense consists of the interest associated with our finance lease obligations, Credit Facility and Co-PACE Financing, net of capitalized interest.

Previous wording

Net sales increased $1.6 million, or 0.5%, to $337.4 million for the three months ended March 31, 2026 compared to $335.8 million for the three months ended March 31, 2025, due to a $1.7 million increase in comparable store sales and a $1.1 million increase in new store sales, partially offset by a $1.1 million decrease in net sales related to closed stores. Daily average comparable store sales increased 0.5% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The daily average comparable store sales increase resulted from a 1.6% increase in daily average transaction size, partially offset by a 1.1% decrease in daily average transaction count. Comparable store average transaction size was $49.67 for the three months ended March 31, 2026.

Current wording

Net sales increased $6.0 million, or 1.8%, to $334.7 million for the three months ended June 30, 2026 compared to $328.7 million for the three months ended June 30, 2025, due to a $4.0 million increase in comparable store sales and a $3.1 million increase in new store sales, partially offset by a $1.1 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.2% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The daily average comparable store sales increase resulted from a 3.1% increase in daily average transaction size, partially offset by a 1.8% decrease in daily average transaction count. Comparable store average transaction size was $49.48 for the three months ended June 30, 2026.

Previous wording

Gross profit increased $0.7 million, or 0.7%, to $102.4 million for the three months ended March 31, 2026 compared to $101.7 million for the three months ended March 31, 2025. Gross profit reflects earnings after product and store occupancy costs. Gross margin increased to 30.4% for the three months ended March 31, 2026 compared to 30.3% for the three months ended March 31, 2025. The increase in gross margin during the three months ended March 31, 2026 was driven by lower store occupancy costs as a percentage of sales.

Current wording

Gross profit decreased $0.3 million, or 0.3%, to $98.0 million for the three months ended June 30, 2026 compared to $98.3 million for the three months ended June 30, 2025. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.3% for the three months ended June 30, 2026 compared to 29.9% for the three months ended June 30, 2025. The decrease in gross margin was driven by lower product margin primarily due to an unfavorable change in sales mix, as well as higher merchandise inventory shrink and freight costs. The Company’s primary distributor’s cybersecurity incident in the third quarter of fiscal 2025 affected the year-over-year comparability of product margin mix and shrink for the current period.

Previous wording

Store expenses decreased $1.7 million, or 1.2%, to $144.6 million for the six months ended March 31, 2026 compared to $146.3 million for the six months ended March 31, 2025. The decrease in store expenses was primarily driven by expense management. Store expenses as a percentage of net sales were 21.5% and 22.0% for the six months ended March 31, 2026 and 2025, respectively.

Current wording

Store expenses increased $0.5 million, or 0.7%, to $72.2 million for the three months ended June 30, 2026 compared to $71.7 million for the three months ended June 30, 2025. Store expenses as a percentage of net sales were 21.6% and 21.8% for the three months ended June 30, 2026 and 2025, respectively. The decrease in store expenses as a percentage of net sales was driven by expense management.

Previous wording

Interest expense, net of capitalized interest, was $1.3 million for the six months ended March 31, 2026 compared to $1.7 million for the six months ended March 31, 2025.

Current wording

Interest expense, net of capitalized interest, was $0.7 million for each of the three months ended June 30, 2026 and 2025.

Previous wording

Income tax expense increased $0.5 million for the six months ended March 31, 2026 to $6.6 million compared to $6.2 million for the six months ended March 31, 2025. The Company’s effective income tax rate was 21.1% and 21.2% for the six months ended March 31, 2026 and 2025, respectively.

Current wording

Income tax expense was $3.3 million for each of the three months ended June 30, 2026 and 2025. The Company’s effective income tax rate was 22.7% and 22.1% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Net income was $13.4 million, or $0.58 diluted earnings per share, for the three months ended March 31, 2026 compared to $13.1 million, or $0.56 diluted earnings per share, for the three months ended March 31, 2025.

Current wording

Net income was $11.1 million, or $0.48 diluted earnings per share, for the three months ended June 30, 2026 compared to $11.6 million, or $0.50 diluted earnings per share, for the three months ended June 30, 2025.

Previous wording

Net sales increased $7.0 million, or 1.0%, to $673.0 million for the six months ended March 31, 2026 compared to $666.0 million for the six months ended March 31, 2025, due to a $7.4 million increase in comparable store sales and a $3.5 million increase in new store sales, partially offset by a $3.9 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.1% for the six months ended March 31, 2026 compared to the six months ended March 31, 2025. The daily average comparable store sales increase for the six months ended March 31, 2026 was primarily driven by an increase in daily average transaction size. Comparable store average transaction size was $49.51 for the six months ended March 31, 2026.

Current wording

Net sales increased $13.0 million, or 1.3%, to $1,007.7 million for the nine months ended June 30, 2026 compared to $994.7 million for the nine months ended June 30, 2025, due to an $11.3 million increase in comparable store sales and a $6.6 million increase in new store sales, partially offset by a $5.0 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.1% for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025. The daily average comparable store sales increase resulted from a 1.8% increase in daily average transaction size, partially offset by a 0.6% decrease in daily average transaction count. Comparable store average transaction size was $49.50 for the nine months ended June 30, 2026.

Previous wording

Gross profit increased $0.7 million, or 0.4%, to $201.3 million for the six months ended March 31, 2026 compared to $200.6 million for the six months ended March 31, 2025. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.9% for the six months ended March 31, 2026 compared to 30.1% for the six months ended March 31, 2025. The decrease in gross margin during the six months ended March 31, 2026 was driven by lower product margin primarily due to higher merchandise inventory shrink during the three months ended December 31, 2025.

Current wording

Gross profit increased $0.5 million, or 0.2%, to $299.3 million for the nine months ended June 30, 2026 compared to $298.9 million for the nine months ended June 30, 2025. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.7% for the nine months ended June 30, 2026 compared to 30.0% for the nine months ended June 30, 2025. The decrease in gross margin during the nine months ended June 30, 2026 was driven by lower product margin primarily due to unfavorable sales mix and higher shrink.

Previous wording

Store expenses decreased $1.2 million, or 1.6%, to $71.6 million for the three months ended March 31, 2026 compared to $72.8 million for the three months ended March 31, 2025. The decrease in store expenses was primarily driven by expense management. Store expenses as a percentage of net sales were 21.2% and 21.7% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Store expenses decreased $1.2 million, or 0.5%, to $216.8 million for the nine months ended June 30, 2026 compared to $218.0 million for the nine months ended June 30, 2025. The decrease in store expenses was driven by expense management. Store expenses as a percentage of net sales were 21.5% and 21.9% for the nine months ended June 30, 2026 and 2025, respectively.

Previous wording

Administrative expenses increased $0.4 million, or 1.9%, to $23.0 million for the six months ended March 31, 2026 compared to $22.5 million for the six months ended March 31, 2025. The increase in administrative expenses was primarily driven by higher technology expenses partially offset by lower compensation expenses. Administrative expenses as a percentage of net sales was 3.4% for each of the six months ended March 31, 2026 and 2025.

Current wording

Administrative expenses decreased $1.0 million, or 3.1%, to $32.5 million for the nine months ended June 30, 2026 compared to $33.5 million for the nine months ended June 30, 2025. The decrease in administrative expenses was primarily driven by the business interruption insurance recovery gain of $2.0 million recorded during the three months ended June 30, 2026 and lower compensation expenses, partially offset by higher technology expenses. Administrative expenses as a percentage of net sales was 3.2% and 3.4% for the nine months ended June 30, 2026 and 2025, respectively.

Previous wording

Pre-opening expenses were $1.0 million for the six months ended March 31, 2026 compared to $0.9 million for the six months ended March 31, 2025.

Current wording

Pre-opening expenses were $2.3 million for the nine months ended June 30, 2026 compared to $0.9 million for the nine months ended June 30, 2025.

Previous wording

Interest expense, net of capitalized interest, was $0.6 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025.

Current wording

Interest expense, net of capitalized interest, was $2.0 million for the nine months ended June 30, 2026 compared to $2.4 million for the nine months ended June 30, 2025.

Previous wording

Income tax expense increased $0.3 million for the three months ended March 31, 2026 to $4.0 million compared to $3.7 million for the three months ended March 31, 2025. The Company’s effective income tax rate was 23.1% and 22.0% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Income tax expense increased $0.4 million for the nine months ended June 30, 2026 to $9.9 million compared to $9.5 million for the nine months ended June 30, 2025. The Company’s effective income tax rate was 21.6% and 21.5% for the nine months ended June 30, 2026 and 2025, respectively.

Previous wording

Net income was $24.8 million, or $1.07 diluted earnings per share, for the six months ended March 31, 2026 compared to $23.0 million, or $0.99 diluted earnings per share, for the six months ended March 31, 2025.

Current wording

Net income was $35.8 million, or $1.54 diluted earnings per share, for the nine months ended June 30, 2026 compared to $34.6 million, or $1.49 diluted earnings per share, for the nine months ended June 30, 2025.

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 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, business interruption insurance recovery gain, and non-recurring items.

Previous wording

EBITDA increased 3.2% to $26.3 million for the three months ended March 31, 2026 compared to $25.4 million for the three months ended March 31, 2025. EBITDA increased 4.6% to $48.9 million for the six months ended March 31, 2026 compared to $46.7 million for the six months ended March 31, 2025. EBITDA as a percentage of net sales was 7.8% and 7.6% for the three months ended March 31, 2026 and 2025, respectively. EBITDA as a percentage of net sales was 7.3% and 7.0% for the six months ended March 31, 2026 and 2025, respectively.

Current wording

EBITDA decreased 0.9% to $23.3 million for the three months ended June 30, 2026 compared to $23.5 million for the three months ended June 30, 2025. EBITDA increased 2.7% to $72.2 million for the nine months ended June 30, 2026 compared to $70.3 million for the nine months ended June 30, 2025. EBITDA as a percentage of net sales was 7.0% and 7.2% for the three months ended June 30, 2026 and 2025, respectively. EBITDA as a percentage of net sales was 7.2% and 7.1% for the nine months ended June 30, 2026 and 2025, respectively.

Previous wording

Adjusted EBITDA increased 4.0% to $27.4 million for the three months ended March 31, 2026 compared to $26.3 million for the three months ended March 31, 2025. Adjusted EBITDA increased 3.6% to $50.9 million for the six months ended March 31, 2026 compared to $49.1 million for the six months ended March 31, 2025. Adjusted EBITDA as a percentage of net sales was 8.1% and 7.8% for the three months ended March 31, 2026 and 2025, respectively. Adjusted EBITDA as a percentage of net sales was 7.6% and 7.4% for the six months ended March 31, 2026 and 2025, respectively.

Current wording

Adjusted EBITDA decreased 7.6% to $22.5 million for the three months ended June 30, 2026 compared to $24.4 million for the three months ended June 30, 2025. Adjusted EBITDA decreased 0.1% to $73.4 million for the nine months ended June 30, 2026 compared to $73.5 million for the nine months ended June 30, 2025. Adjusted EBITDA as a percentage of net sales was 6.7% and 7.4% for the three months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA as a percentage of net sales was 7.3% and 7.4% for the nine months ended June 30, 2026 and 2025, 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 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 March 31, 2026, we had $20.7 million in cash and cash equivalents and $67.6 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 June 30, 2026, we had $17.5 million in cash and cash equivalents and $67.3 million available for borrowing under our Credit Facility.

Previous wording

We paid a quarterly cash dividend of $0.15 per share of common stock in each of the first two quarters of fiscal year 2026. On May 6, 2026, our Board approved the payment of a quarterly cash dividend of $0.15 per share of common stock to be paid on June 3, 2026 to stockholders of record as of the close of business on May 18, 2026.

Current wording

We paid a quarterly cash dividend of $0.15 per share of common stock in each of the first three quarters of fiscal year 2026. On August 5, 2026, our Board approved the payment of a quarterly cash dividend of $0.15 per share of common stock to be paid on September 2, 2026 to stockholders of record as of the close of business on August 17, 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 increased $7.1 million, or 19.3%, to $43.8 million for the six months ended March 31, 2026 compared to $36.7 million for the six months ended March 31, 2025. The increase in cash provided by operating activities was the result of increases in cash provided by net income as adjusted for non-cash items and in cash provided by operating assets and liabilities, primarily attributable to the timing of merchandise inventory purchases and lower capitalized SaaS implementation costs.

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 $15.4 million, or 38.9%, to $55.1 million for the nine months ended June 30, 2026 compared to $39.7 million for the nine months ended June 30, 2025. The increase in cash provided by operating activities was the result of increased cash provided by operating assets and liabilities, primarily attributable to the timing of accounts payable payments and lower capitalized SaaS implementation costs, and an increase in cash provided by net income, including the business interruption insurance recovery of $2.0 million, as adjusted for non-cash items.

Previous wording

Net cash used in investing activities increased $14.5 million, or 91.1%, to $30.3 million for the six months ended March 31, 2026 compared to $15.9 million for the six months ended March 31, 2025. This increase was primarily the result of increases in acquisitions of property and equipment of $13.9 million and other intangibles of $0.3 million during the six months ended March 31, 2026 compared to the six months ended March 31, 2025, and was attributed to real property acquisitions and the increased number of new store developments.

Current wording

Net cash used in investing activities increased $17.4 million, or 75.8%, to $40.3 million for the nine months ended June 30, 2026 compared to $22.9 million for the nine months ended June 30, 2025. This increase was primarily the result of increases in acquisitions of property and equipment of $16.8 million and other intangibles of $0.3 million during the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025, and was primarily attributable to the increased number of new store developments and real property acquisitions.

Previous wording

We plan to spend approximately $14.7 million to $19.7 million on capital expenditures during the remainder of fiscal year 2026 primarily in connection with expected new store openings and store relocations/remodels.

Current wording

We plan to spend approximately $4.7 million to $9.7 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 increased $3.2 million to $5.9 million for the six months ended March 31, 2026 compared to $2.7 million for the six months ended March 31, 2025 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 $3.2 million to $5.4 million for the nine months ended June 30, 2026 compared to $2.2 million for the nine months ended June 30, 2025 due to the timing of payments related to the development of new stores 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 $9.9 million for the six months ended March 31, 2026 compared to $8.5 million for the six months ended March 31, 2025.

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 in financing activities was $14.4 million for the nine months ended June 30, 2026 compared to $12.4 million for the nine months ended June 30, 2025.

Previous wording

The Credit Facility requires compliance with certain customary operational and financial covenants, including a consolidated leverage ratio. The Credit Facility also contains certain other customary limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions, among other limitations. Additionally, the Credit Facility prohibits the payment of cash dividends to the holding company from the operating company without the required lenders’ consent, provided that so long as no default exists or would arise as a result thereof, the operating company may pay cash dividends to the holding company in an amount sufficient to allow the holding company to: (i) pay various audit, accounting, tax, securities, indemnification, reimbursement, insurance and other reasonable expenses incurred in the ordinary course of business and (ii) repurchase shares of common stock and pay dividends on our common stock in an aggregate amount not to exceed $15.0 million during any fiscal year.

Current wording

The Credit Facility requires compliance with certain customary operational and financial covenants, including a consolidated leverage ratio. The Credit Facility also contains certain other customary limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions, among other limitations. Additionally, the Credit Facility prohibits the payment of cash dividends to the holding company from the operating company without the administrative agent’s consent, provided that so long as no default exists or would arise as a result thereof, the operating company may pay cash dividends to the holding company in an amount sufficient to allow the holding company to: (i) pay various audit, accounting, tax, securities, indemnification, reimbursement, insurance and other reasonable expenses incurred in the ordinary course of business and (ii) repurchase shares of common stock and pay dividends on our common stock in an aggregate amount not to exceed $15.0 million during any fiscal year.

Previous wording

We had no revolving loan amounts outstanding under the Credit Facility as of March 31, 2026 and September 30, 2025. As of March 31, 2026 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 March 31, 2026 and September 30, 2025, respectively.

Current wording

We had no revolving loan amounts outstanding under the Credit Facility as of June 30, 2026 and September 30, 2025. As of June 30, 2026 and September 30, 2025, we had undrawn, issued and outstanding letters of credit of $2.7 million and $2.4 million, respectively, which were reserved against the amount available for borrowing under the Credit Facility. We had $67.3 million and $70.1 million available for borrowing under the Credit Facility as of June 30, 2026 and September 30, 2025, respectively.

Previous wording

On January 21, 2026, in connection with the acquisition of an office building, land and related tenant lease intangibles, we assumed Co-PACE Financing of $1.5 million, with semi-annual payments of $0.1 million each, a fixed annual interest rate of 5.9% and a maturity date of June 15, 2038. As part of the asset acquisition transaction, the seller prepaid both of the scheduled calendar year 2026 payments. The assumed Co-PACE Financing is secured by an assessment lien on the acquired land and building. We had $1.5 million outstanding under the Co-PACE Financing as of March 31, 2026.

Current wording

On January 21, 2026, in connection with the acquisition of an office building and land, which we intend to use as our future corporate headquarters, and related tenant lease intangibles, we assumed Co-PACE Financing of $1.5 million, with semi-annual payments of $0.1 million each, a fixed annual interest rate of 5.9% and a maturity date of June 15, 2038. As part of the asset acquisition transaction, the seller prepaid both of the scheduled calendar year 2026 payments. The assumed Co-PACE Financing is secured by an assessment lien on the acquired land and building. We had $1.5 million outstanding under the Co-PACE Financing as of June 30, 2026.