The Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be carefully examined alongside our consolidated financial statements and the accompanying notes which are included in this Form 10-K. This MD&A includes forward-looking statements; for a detailed explanation of these types of statements, please refer to the "Forward-Looking Statements" section at the beginning of this Form 10-K. Summarized figures in this section, including corresponding percentage or basis point changes, may not total due to rounding discrepancies. Comprehensive Company Overview of Operations and Values We proudly operate a chain of natural and organic grocery stores, along with dietary supplement outlets, dedicated to delivering high-quality products at reasonable prices. Our commitment extends beyond just sales; we prioritize exceptional customer service, nutritional education, and active community engagement. Our extensive range of natural and organic groceries, dietary supplements, and body care products adhere to stringent quality standards. Since our inception, we have positioned ourselves as leaders in the natural and organic foods movement. Our headquarters is based in Lakewood, Colorado. As of September 30, 2022, we proudly operated 164 stores across 21 states, encompassing regions such as Colorado, Arizona, Arkansas, Idaho, Iowa, and many more. Additionally, we operate a bulk food repackaging facility and a distribution center located in Golden, Colorado. Our stores offer a diverse selection of natural and organic groceries and dietary supplements that conform to our rigorous quality standards. The size of our retail spaces varies significantly, ranging from approximately 7,000 to 16,000 selling square feet. For the fiscal year ending September 30, 2022, our newly established stores maintained an average selling space of around 10,000 square feet. The burgeoning demand for organic and natural food products, along with heightened consumer interest in health and nutrition, has facilitated our ongoing expansion into new markets. Over the five fiscal years concluding on September 30, 2022, we achieved a compound annual growth rate of 3.2% in our store count. In fiscal year 2022, we successfully inaugurated three new stores, relocated or remodeled two existing locations, and closed one store. Looking ahead, we aim to open an estimated four to six new stores and complete one to two relocations/remodels in fiscal year 2023. As of this report, we have signed leases or acquired property for five additional new stores and five relocations/remodels anticipated for fiscal years 2023 and beyond. Between October 1, 2022 and the date of this Form 10-K, no new store openings or relocations/remodels occurred. Key Performance Highlights: An In-Depth Look The key highlights of our recent performance are briefly outlined below and discussed in greater depth throughout this MD&A. Essential financial metrics, including daily average comparable store sales, are defined in the "Key Financial Metrics in Our Business" section presented later in this MD&A.
? Net sales. Our net sales totaled $1,089.6 million for the fiscal year ended September 30,
2022, representing an increase of $34.1 million, or 3.2%, compared to net sales of $1,055.5
million for the fiscal year that concluded on September 30, 2021.
? Daily average comparable store sales. The daily average comparable store sales for the fiscal year ended September 30, 2022 saw a 2.6% increase compared to the previous year ending September
30, 2021.
? Net income. Our net income reached $21.4 million for the fiscal year concluded on September 30,
2022, marking an increase of $0.8 million, or 3.8%, compared to a net income of $20.6
million for the fiscal year that ended September 30, 2021. ? EBITDA. The Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
was $58.1 million for the fiscal year concluded on September 30, 2022, reflecting a slight increase
of $0.1 million, or 0.2%, when compared to EBITDA of $58.0 million for the year
that ended September 30, 2021. It’s important to note that EBITDA is not a standard measure of financial performance
as per generally accepted accounting principles (GAAP) in the United States. For a detailed understanding of EBITDA and its reconciliation to net income, please refer to the “Non-GAAP Financial Measures” section within this MD&A.
? Adjusted EBITDA. Our Adjusted EBITDA was reported at $62.2 million for the year ending
September 30, 2022, which signifies an increase of $1.9 million, or 3.1%, compared to Adjusted
EBITDA of $60.3 million for the previous fiscal year concluded on September 30, 2021. Like EBITDA, Adjusted EBITDA
is not a measure of financial performance under GAAP. For further details on Adjusted EBITDA and its reconciliation to net income, please refer to the “Non-GAAP
Financial Measures” section of this MD&A.
? Liquidity. As of September 30, 2022, our cash and cash equivalents stood at $12.0
million, supplemented by $48.9 million available for borrowing under our Revolving Facility, net of undrawn, issued and outstanding letters of credit
totaling $1.1 million.
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? New store growth. Over the course of fiscal year 2018 through the end of fiscal year
2022, we successfully launched 26 new stores, bringing our total to 164 stores as of September 30,
2022. In fiscal year 2022 alone, we opened three new stores. Our plans for fiscal year 2023 include a total
of four to six new store openings, aiming for an annual
new store growth rate between 2.4% and 3.7% for fiscal year 2023.
? Store Relocations and Remodels. We undertook the relocation/remodeling of 16 stores during the period from the beginning of fiscal year 2018 through to the end of fiscal year 2022. In fiscal year 2022, we relocated/remodeled two existing stores.
Industry Trends and Economic Factors Impacting Our Business
We have identified several recent trends and influential factors that have significantly impacted our financial results and may continue to do so:
? Economic and Political Environment: The grocery industry, including our sales, is significantly influenced by broader economic conditions. These encompass consumer spending patterns, disposable income levels, consumer debt, interest rates, inflation or deflation, economic recessions, and periods of growth. Fluctuations in commodity prices, the political climate, and overall consumer confidence also play crucial roles. Our operational capabilities, particularly in workforce management, are influenced by numerous external factors, such as the availability of qualified labor, local unemployment rates, prevailing wage trends, demographic shifts, and healthcare costs. During fiscal year 2022, macroeconomic challenges, especially in the labor market, hindered our ability to retain and attract store team members, an issue prevalent across the retail sector. Consequently, we invested in higher wages for our staff and may need to continue this trend. Global supply chain disruptions, exacerbated by the COVID-19 pandemic and the ongoing conflict in Ukraine, led to shortages and delays in product deliveries at times. While we have implemented strategies to counter these supply chain interruptions, certain products may remain in limited supply or temporarily unavailable.
Additionally, during fiscal year 2022, the prices of many products we sell were affected by inflation levels that exceeded our historical averages. This inflation was driven by multiple factors, such as supply chain interruptions, geopolitical conflicts, increased shipping and transportation costs, rising commodity prices, and labor cost increases within the supply chain. Our management estimates that the Company faced annual cost inflation of approximately 5% in fiscal year 2022, with an even higher rate of about 7% in the fourth quarter. These inflationary pressures affect our sales and profitability, influenced by our ability to adjust retail pricing accordingly. Although we have successfully mitigated some of these impacts through strategic pricing, the duration of the current inflationary period and its potential effects on consumer behavior, sales, and profitability remain uncertain.
? Emerging Opportunities in the Natural and Organic Grocery Sector: The natural and organic grocery and dietary supplements sector continues to thrive, fueled by an increasing public focus on health and nutrition. We are strategically positioning ourselves to seize this opportunity by expanding our store footprint and entering new markets. The pace of our new store openings in the foreseeable future is contingent upon varying economic conditions, business climates, regulatory permitting processes, and the availability of construction materials and equipment.
? Intensifying Competition: The retail grocery and dietary supplement industry is characterized by its size, fragmentation, and fierce competition, marked by minimal barriers to entry. As competition intensifies, particularly with the proposed merger between The Kroger Co. and Albertsons Companies, Inc., we may face challenges in maintaining our market position. Competitors are increasingly focused on price, quality, selection, customer service, convenience, and overall shopping experiences. They also compete for product sourcing and prime locations. Moreover, our internal competition arises when we establish new stores in existing markets. We believe our steadfast commitment to offering affordable, high-quality natural and organic products, coupled with our emphasis on nutritional education, sets us apart in this competitive landscape and provides us with a distinct advantage.
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? Shifting Consumer Preferences: Our performance is also shaped by evolving trends related to natural and organic products, dietary supplements, and home cooking habits. Changes in consumer preferences may arise due to economic factors, food safety perceptions, shifting dietary choices, and product pricing. A significant shift away from our offerings, particularly in light of rising retail prices driven by inflation, could adversely impact our business. Furthermore, any negative publicity surrounding dietary supplements, product recalls, or new regulatory standards may diminish demand for our products and lead to decreased consumer traffic, sales, and overall operational performance.
Strategic Outlook for Future Growth and Profitability
We believe several critical factors have contributed to our success and will enable us to enhance our comparable store sales while pursuing profitable expansion. These factors include our loyal customer base, the increasing basket size of purchases, a growing consumer focus on nutrition and wellness, a unique shopping experience centered around customer service, nutrition education, a clean and convenient shopping environment, and our dedication to providing high-quality, affordable natural and organic grocery items, dietary supplements, and body care products.
In the near term, we anticipate that the rate of new store unit growth will depend on various economic and business conditions, alongside factors like construction permits and the availability of necessary materials and equipment. Over the long haul, we see numerous opportunities to expand our store base, boost profitability, and increase comparable store sales. Nonetheless, our future sales growth and profitability may face variability due to intensifying competition in the natural and organic grocery and dietary supplement markets, as well as fluctuations in regional and broader economic conditions, including inflationary pressures or potential recessions. In the coming years, we envision opportunities for improved cost leverage and greater economies of scale in product sourcing. However, certain fixed costs, particularly related to rent and occupancy, may limit our ability to achieve cost efficiencies.
Our operational outcomes may be influenced by the factors outlined above, as well as various internal and external dynamics that are elaborated on in Item 1A – “Risk Factors” within this Form 10-K.
Key Financial Metrics in Our Business: Essential Measures for Performance Evaluation
In evaluating our performance, we utilize a range of financial metrics and performance measures. The following key indicators are critical to our assessment:
Net sales Our net sales consist of gross sales after accounting for discounts, in-house coupons, returns, and allowances. When comparing net sales across periods, we closely monitor the following metrics:
? Change in daily average comparable store sales: Sales from a store are included in comparable store sales starting from the first day of the thirteenth full month following its opening. We track the percentage change in comparable store sales by comparing sales from all stores in our comparable store base for a given reporting period against sales from the same stores in the corresponding period from the prior fiscal year. If a store included in comparable sales undergoes remodeling or relocation, its sales continue to be considered comparable. Our methodology for presenting comparable store sales data may differ from that of our competitors. We classify “new stores” as those that have been operational for less than thirteen months. The daily average comparable store sales are determined by dividing the total comparable store sales by the number of selling days in each period, ensuring we account for differences in the number of selling days across comparable periods (e.g., due to leap years or shifts in holidays).
? Transaction count: The transaction count reflects the total number of transactions recorded at our stores during a specific period, including voided, returned, and exchanged transactions.
? Average transaction size: The average transaction size, or basket size, is calculated by dividing net sales by the total transaction count for a given period. This metric helps us track trends in the average spending per customer transaction in our stores.
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Cost of Goods Sold and Occupancy Expenses: A Detailed Breakdown
Our cost of goods sold and occupancy expenses encompass the costs associated with inventory sold during the period (after discounts and allowances), as well as shipping, handling, distribution, and supply chain costs (including expenses from our bulk food repackaging facility), purchasing costs, shrinkage costs, third-party delivery fees, and store occupancy expenses. Occupancy costs include rent, common area maintenance, and real estate taxes. The depreciation expense included in the cost of goods sold pertains to the depreciation of assets directly utilized at our bulk food repackaging facility. It's important to note that our cost of goods sold and occupancy expenses may differ from those of our competitors, and therefore, the data presented in this Form 10-K may not be directly comparable to similar information provided by other companies. As new stores mature and sales rise, occupancy costs as a percentage of net sales typically decrease. Rent payments for leases classified as finance lease obligations are not included in the cost of goods sold and occupancy expenses; instead, they are recorded as a reduction of related obligations and classified as interest expenses. Gross Profit and Gross Margin Analysis Gross profit is derived by subtracting our cost of goods sold and occupancy expenses from our net sales. Gross margin, expressed as a percentage of net sales, indicates the proportion of revenue that exceeds the cost of goods sold. Fluctuations in gross margin can be influenced by changes in retail pricing, product costs, occupancy expenses, and the mix of products sold, as well as the rate at which we open new stores. Store Expenses: Understanding Operational Costs Store expenses encompass various store-level costs, including salaries and benefits, share-based compensation, supplies, utilities, depreciation, advertising, credit card processing fees, and other operational expenses. The depreciation expense included in store expenses pertains to the depreciation of assets utilized at the stores, such as land improvements and fixtures. Additionally, store expenses account for any gains or losses recorded on the disposal of fixed assets, primarily associated with store relocations, as well as costs incurred during store closures. The majority of store expenses are labor-related, which we actively manage, and these costs tend to align closely with sales performance. Typically, labor-related expenses as a percentage of net sales are higher in new stores compared to established locations, as new stores require a minimum staffing level to maintain service quality despite lower sales volumes. As new stores increase their sales, their labor-related expenses as a percentage of net sales usually decline. Administrative Expenses: A Closer Look at Overhead Costs Administrative expenses encompass home office-related costs, including salaries and benefits, share-based compensation, office supplies, hardware and software expenses, depreciation and amortization costs, occupancy expenses (such as rent and utilities), professional services fees, expenses related to our Board, and compliance costs associated with regulations governing publicly traded companies. The depreciation expenses classified as administrative expenses pertain to assets utilized at the home office, including land improvements and technology. Pre-Opening Expenses: Initial Costs for New Stores Pre-opening expenses incurred for new store openings and relocations/remodels may include rent, salaries, advertising, supplies, and other miscellaneous costs leading up to the store's opening. Generally, rent expenses are incurred one to four months prior to the opening date for store leases classified as operating leases. For finance leases, pre-opening interest and depreciation expenses are recognized. Other pre-opening costs may arise during the 60 days before the store opens. Certain advertising and promotional expenses related to new store launches may be incurred both prior to and following the store's opening. All pre-opening costs are recognized as expenses when incurred. Pre-opening expenses for remodels are recorded if the store is closed due to the renovation. Interest Expense: Managing Debt Obligations Interest expense comprises interest costs associated with finance lease obligations, net of capitalized interest, as well as expenses related to our Credit Facility.45--------------------------------------------------------------------------------
Table of Contents Income Tax Expense: Accounting for Tax Liabilities Income taxes are accounted for according to the provisions of Income Taxes (ASC 740). We recognize deferred tax assets and liabilities based on future tax implications arising from discrepancies between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These deferred tax components are measured using enacted tax rates expected to apply to taxable income in the years when temporary differences are expected to be resolved. Changes in tax rates impact deferred tax assets and liabilities, and any adjustments are recognized in income during the period of enactment. Valuation allowances may be established as necessary to reduce deferred tax assets to realizable amounts. Income tax expense also includes excess tax benefits and deficiencies related to restricted stock units. Results of Operations: Analyzing Our Financial PerformanceThe table below illustrates key components of our financial results expressed as a percentage of net sales for the periods presented:
Year ended September 30, 2022 2021 2020 Statements of Income Data:* Net sales 100.0 % 100.0 100.0 Cost of goods sold and occupancy costs 72.0 72.3 72.7 Gross profit 28.0 27.7 27.3 Store expenses 22.2 22.2 21.9 Administrative expenses 2.9 2.7 2.6 Pre-opening expenses 0.1 0.1 0.1 Operating income 2.8 2.7 2.7 Interest expense, net (0.2 ) (0.2 ) (0.2 ) Income before income taxes 2.5 2.5 2.5 Provision for income taxes (0.6 ) (0.5 ) (0.5 ) Net income 2.0 % 1.9 1.9 __________________________*Figures may not sum due to rounding.
Other Operating Data (Unaudited): Number of stores at end of period 164 162 159 Store unit count increase period over period 1.2 % 1.9 3.9 Change in daily average comparable store sales 2.6 % 0.712.0
Number of new stores opened during the period 3 3 6 Number of stores relocated/remodeled during the period 2 5 2Gross square footage at end of period(1) 2,688,589 2,649,532
2,599,649
Selling square footage at end of period(1) 1,742,623 1,719,813 1,687,196 (1) Gross square footage and selling square footage at the end of the period include all stores that were operational as of the end of the fiscal year presented. 46--------------------------------------------------------------------------------
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Year ended September 30, 2022 compared to Year ended September 30, 2021
The table below summarizes our operational results and other key data for the specified periods, with all figures in thousands:
Year ended September 30, Change in


