Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 09, 2013 | Mar. 28, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Natural Grocers by Vitamin Cottage, Inc. | ' | ' |
Entity Central Index Key | '0001547459 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $213,543,381 |
Entity Common Stock, Shares Outstanding | ' | 22,442,389 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $8,132 | $17,291 |
Restricted cash | 500 | 0 |
Short term investments - available-for-sale securities | 1,149 | 778 |
Accounts receivable, net | 2,401 | 1,855 |
Merchandise inventory | 45,472 | 37,544 |
Prepaid expenses and other current assets | 1,097 | 596 |
Deferred income tax assets | 1,114 | 843 |
Total current assets | 59,865 | 58,907 |
Property and equipment, net | 98,910 | 64,603 |
Other assets: | ' | ' |
Long-term investments - available-for-sale securities | ' | 974 |
Deposits and other assets | 203 | 196 |
Goodwill and other intangible assets, net | 900 | 927 |
Deferred financing costs, net | 25 | 55 |
Total other assets | 1,128 | 2,152 |
Total assets | 159,903 | 125,662 |
Current liabilities: | ' | ' |
Accounts payable | 28,918 | 26,032 |
Accrued expenses | 9,306 | 7,783 |
Capital and financing lease obligations, current portion | 174 | 12 |
Note payable - related party, current portion | ' | 260 |
Total current liabilities | 38,398 | 34,087 |
Long-term liabilities: | ' | ' |
Capital and financing lease obligations, net of current portion | 19,648 | 5,514 |
Deferred income tax liabilities | 6,877 | 4,144 |
Deferred rent | 4,731 | 3,618 |
Leasehold incentives | 5,716 | 5,328 |
Note payable-related party, net of current portion | ' | 22 |
Total long-term liabilities | 36,972 | 18,626 |
Total liabilities | 75,370 | 52,713 |
Commitments (Notes 13 and 21) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value. Authorized 50,000,000 shares, 22,441,253 and 22,372,184 issued and outstanding, respectively | 22 | 22 |
Additional paid in capital | 53,704 | 52,676 |
Accumulated other comprehensive loss | ' | -4 |
Retained earnings | 30,807 | 20,255 |
Total stockholders' equity | 84,533 | 72,949 |
Total liabilities and stockholders' equity | $159,903 | $125,662 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, Authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 22,441,253 | 22,372,184 |
Common stock, outstanding shares | 22,441,253 | 22,372,184 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Consolidated Statements of Income | ' | ' | ' |
Net sales | $430,655 | $336,385 | $264,544 |
Cost of goods sold and occupancy costs | 304,922 | 237,328 | 187,162 |
Gross profit | 125,733 | 99,057 | 77,382 |
Store expenses | 89,935 | 72,157 | 57,610 |
Administrative expenses | 13,479 | 12,733 | 10,397 |
Pre-opening and relocation expenses | 3,231 | 2,173 | 1,964 |
Operating income | 19,088 | 11,994 | 7,411 |
Other income (expense): | ' | ' | ' |
Dividends and interest income | 9 | 6 | 10 |
Interest expense | -2,166 | -568 | -669 |
Other income, net | ' | ' | 25 |
Total other expense | -2,157 | -562 | -634 |
Income before income taxes | 16,931 | 11,432 | 6,777 |
Provision for income taxes | -6,379 | -3,955 | -2,167 |
Net income | 10,552 | 7,477 | 4,610 |
Net income attributable to noncontrolling interest | ' | -828 | -1,106 |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $10,552 | $6,649 | $3,504 |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. per common share: | ' | ' | ' |
Basic (in dollars per share) | $0.47 | $0.30 | $0.16 |
Diluted (in dollars per share) | $0.47 | $0.30 | $0.16 |
Weighted average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 22,399,346 | 22,372,184 | 22,372,184 |
Diluted (in shares) | 22,441,382 | 22,463,093 | 22,461,405 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Consolidated Statements of Comprehensive Income | ' | ' | ' |
Net income | $10,552 | $7,477 | $4,610 |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Unrealized gain (loss) on available-for-sale securities, net of tax (expense) benefit | 4 | -4 | ' |
Other comprehensive income (loss) | 4 | -4 | ' |
Comprehensive income | 10,556 | 7,473 | 4,610 |
Less: Comprehensive income attributable to noncontrolling interest | ' | -828 | -1,106 |
Comprehensive income attributable to Natural Grocers by Vitamin Cottage, Inc. | $10,556 | $6,645 | $3,504 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Operating activities: | ' | ' | ' |
Net income | $10,552 | $7,477 | $4,610 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 13,496 | 9,949 | 7,691 |
Loss (gain) on disposal of property and equipment | 43 | 301 | -25 |
Share-based compensation (excluding cash portion of restricted stock award paid of $0, $335 and $0, respectively) | 602 | 780 | ' |
Excess tax benefit from share-based compensation | -592 | -620 | ' |
Deferred income tax expense | 2,452 | 2,673 | 3,938 |
Non-cash interest expense | 47 | 38 | 50 |
Interest accrued on investments and amortization of premium | 27 | -4 | ' |
Other amortization | 26 | 68 | 68 |
(Increase) decrease in: | ' | ' | ' |
Accounts receivable, net | -546 | 283 | 56 |
Income tax receivable | -601 | 1,489 | -712 |
Merchandise inventory | -7,928 | -7,724 | -4,256 |
Prepaid expenses and other assets | 105 | -170 | 76 |
Increase in: | ' | ' | ' |
Accounts payable | 4,480 | 6,860 | 2,108 |
Accrued expenses | 2,283 | 2,561 | 849 |
Deferred rent and leasehold incentives | 1,271 | 1,241 | 2,289 |
Net cash provided by operating activities | 25,717 | 25,202 | 16,742 |
Investing activities: | ' | ' | ' |
Acquisition of property and equipment | -39,708 | -25,259 | -20,446 |
Proceeds from sale of property and equipment | 5,005 | 608 | 35 |
Purchase of available-for-sale securities | -521 | -1,751 | ' |
Proceeds from sale of available-for-sale securities | 90 | 0 | ' |
Proceeds from maturity of available-for-sale securities | 1,010 | 0 | ' |
Increase in restricted cash | -500 | ' | ' |
Payments received on notes receivable, related party | ' | 270 | ' |
Payments received for premiums paid on split-dollar life insurance | ' | 660 | ' |
Notes receivable, related party-insurance premiums | ' | -4 | -36 |
Increase in split-dollar life insurance premiums | ' | -82 | -65 |
Net cash used in investing activities | -34,624 | -25,558 | -20,512 |
Financing activities: | ' | ' | ' |
Borrowings under credit facility | 81 | ' | 5,847 |
Repayments under credit facility | -81 | -27,236 | -500 |
Repayments under notes payable | ' | ' | -120 |
Repayments under notes payable, related party | -282 | -924 | -533 |
Capital and financing lease obligations payments | -121 | ' | ' |
Distributions to noncontrolling interests | ' | -810 | -990 |
Purchase of remaining 45% noncontrolling interest in BVC | ' | -10,051 | ' |
Proceeds from common stock issued in initial public offering, net of commissions | ' | 58,135 | ' |
Excess tax benefit from share-based compensation | 592 | 620 | ' |
Equity issuance costs and BVC transaction costs | -268 | -2,460 | ' |
Payments on withholding tax for restricted stock unit vesting | -155 | ' | ' |
Loan fees paid | -18 | -5 | -2 |
Net cash (used in) provided by financing activities | -252 | 17,269 | 3,702 |
Net (decrease) increase in cash and cash equivalents | -9,159 | 16,913 | -68 |
Cash and cash equivalents, beginning of year | 17,291 | 378 | 446 |
Cash and cash equivalents, end of year | 8,132 | 17,291 | 378 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash paid for interest, net of capitalized interest of $0, $25 and $21, respectively | 7 | 524 | 615 |
Cash paid for interest on capital and financing lease obligations | 2,036 | 39 | ' |
Income taxes paid | 3,916 | 519 | 12 |
Supplemental disclosures of non-cash investing and financing activities: | ' | ' | ' |
Acquisition of property and equipment not yet paid | 3,545 | 5,007 | 2,055 |
Property acquired through capital and financing lease obligations | 14,372 | 5,526 | ' |
Equity issuance costs not yet paid | ' | 256 | ' |
Tax benefit associated with acquisition of noncontrolling interest in BVC | ' | $3,592 | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Cash portion of restricted stock award paid | $0 | $335 | $0 |
Capitalized interest | $0 | $25 | $21 |
BVC | ' | ' | ' |
Noncontrolling interest in BVC (as a percent) | ' | 45.00% | ' |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Natural Grocers by Vitamin Cottage, Inc. total equity | Common Stock | Accumulated other comprehensive (loss) income | Additional paid in capital | Retained earnings | Noncontrolling interest | Class A | Class B |
In Thousands, except Share data, unless otherwise specified | Vitamin Cottage Natural Food Markets, Inc | Vitamin Cottage Natural Food Markets, Inc | |||||||
Balances at Sep. 30, 2010 | $12,307 | $10,896 | ' | ' | ' | $10,102 | $1,411 | $1 | $793 |
Balances (in shares) at Sep. 30, 2010 | ' | ' | ' | ' | ' | ' | ' | 1,000 | 625,112 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to noncontrolling interest | -990 | ' | ' | ' | ' | ' | -990 | ' | ' |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | 3,504 | 3,504 | ' | ' | ' | 3,504 | ' | ' | ' |
Net income attributable to noncontrolling interest | 1,106 | ' | ' | ' | ' | ' | 1,106 | ' | ' |
Balances at Sep. 30, 2011 | 15,927 | 14,400 | ' | ' | ' | 13,606 | 1,527 | 1 | 793 |
Balances (in shares) at Sep. 30, 2011 | ' | ' | ' | ' | ' | ' | ' | 1,000 | 625,112 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to noncontrolling interest | -810 | ' | ' | ' | ' | ' | -810 | ' | ' |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | 6,649 | 6,649 | ' | ' | ' | 6,649 | ' | ' | ' |
Net income attributable to noncontrolling interest | 828 | ' | ' | ' | ' | ' | 828 | ' | ' |
Accumulated other comprehensive income (loss) | -4 | -4 | ' | -4 | ' | ' | ' | ' | ' |
Exchange of Vitamin Cottage Natural Food Markets, Inc. stock for common stock of Natural Grocers by Vitamin Cottage, Inc. | ' | ' | 17 | ' | 777 | ' | ' | -1 | -793 |
Exchange of Vitamin Cottage Natural Food Markets, Inc. stock for common stock of Natural Grocers by Vitamin Cottage, Inc. (in shares) | ' | ' | 17,378,625 | ' | ' | ' | ' | -1,000 | -625,112 |
Purchase of noncontrolling interest | -10,051 | -8,506 | 1 | ' | -8,507 | ' | -1,545 | ' | ' |
Purchase of noncontrolling interest (in shares) | ' | ' | 670,056 | ' | ' | ' | ' | ' | ' |
Tax benefit of purchase of noncontrolling interest (Note 1) | 3,592 | 3,592 | ' | ' | 3,592 | ' | ' | ' | ' |
Shares issued upon consummation of initial public offering, net of $4,376 underwriter discounts and commissions (Note 1) | 58,135 | 58,135 | 4 | ' | 58,131 | ' | ' | ' | ' |
Shares issued upon consummation of initial public offering, net of $4,376 underwriter discounts and commissions (Note 1) (in shares) | ' | ' | 4,167,367 | ' | ' | ' | ' | ' | ' |
Issuance costs | -2,717 | -2,717 | ' | ' | -2,717 | ' | ' | ' | ' |
Share-based compensation | 780 | 780 | ' | ' | 780 | ' | ' | ' | ' |
Share-based compensation (in shares) | ' | ' | 156,136 | ' | ' | ' | ' | ' | ' |
Excess tax benefit of share-based compensation | 620 | 620 | ' | ' | 620 | ' | ' | ' | ' |
Balances at Sep. 30, 2012 | 72,949 | 72,949 | 22 | -4 | 52,676 | 20,255 | ' | ' | ' |
Balances (in shares) at Sep. 30, 2012 | 22,372,184 | ' | 22,372,184 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | 10,552 | 10,552 | ' | ' | ' | 10,552 | ' | ' | ' |
Accumulated other comprehensive income (loss) | 4 | 4 | ' | 4 | ' | ' | ' | ' | ' |
Issuance costs | -12 | -12 | ' | ' | -12 | ' | ' | ' | ' |
Share-based compensation | 448 | 448 | ' | ' | 448 | ' | ' | ' | ' |
Share-based compensation (in shares) | ' | ' | 69,069 | ' | ' | ' | ' | ' | ' |
Excess tax benefit of share-based compensation | 592 | 592 | ' | ' | 592 | ' | ' | ' | ' |
Balances at Sep. 30, 2013 | $84,533 | $84,533 | $22 | ' | $53,704 | $30,807 | ' | ' | ' |
Balances (in shares) at Sep. 30, 2013 | 22,441,253 | ' | 22,441,253 | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 |
Consolidated Statements of Changes in Stockholders' Equity | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Underwriter discounts and commissions | $4,376 | ' |
Organization
Organization | 12 Months Ended |
Sep. 30, 2013 | |
Organization | ' |
Organization | ' |
1. Organization | |
Nature of Business | |
Natural Grocers by Vitamin Cottage, Inc. (Natural Grocers or the holding company) and its consolidated subsidiaries (collectively, the Company) operate retail stores that specialize in natural and organic groceries and dietary supplements. The Company operates its retail stores under its trademark Natural Grocers by Vitamin Cottage® with 72 stores as of September 30, 2013, including 31 stores in Colorado, 12 in Texas, four each in Kansas, Montana, New Mexico and Oregon, three each in Arizona and Nebraska, two each in Oklahoma and Wyoming, and one each in Idaho, Missouri and Utah, as well as a bulk food repackaging facility and distribution center in Colorado. The Company had 59 and 49 stores as of September 30, 2012 and 2011, respectively. | |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | |||
Sep. 30, 2013 | ||||
Basis of Presentation and Summary of Significant Accounting Policies | ' | |||
Basis of Presentation and Summary of Significant Accounting Policies | ' | |||
2. Basis of Presentation and Summary of Significant Accounting Policies | ||||
Principles of Consolidation | ||||
The holding company was incorporated in Delaware on April 9, 2012. The accompanying consolidated financial statements include all the accounts of the Company’s wholly owned subsidiaries, Vitamin Cottage Natural Food Markets, Inc. (the operating company), Vitamin Cottage Two Ltd. Liability Company (VC2), Natural Systems, LLC and Boulder Vitamin Cottage Group, LLC (BVC). The operating company formed the holding company in order to facilitate the purchase of the remaining noncontrolling interest in BVC and consummation of the Company’s initial public offering (IPO) during fiscal year 2012. Prior to the Company’s IPO on July 25, 2012, the Company had a majority 55% ownership of BVC. Prior to the settlement of the IPO, the Company issued 670,056 shares of stock in the holding company and paid approximately $10.1 million in cash to purchase the remaining 45% noncontrolling interest in BVC. Prior to the merger, BVC owned five Natural Grocers by Vitamin Cottage retail stores, which were managed by the operating company. Effective October 31, 2012, BVC merged with and into the operating company and ceased to exist. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||
Initial Public Offering | ||||
The holding company was incorporated in anticipation of the Company’s IPO. Prior to the IPO, the holding company was a wholly owned subsidiary of the operating company. In connection with the Company’s IPO during the fourth quarter of fiscal year 2012, the Company completed a reorganization in which a) the existing shareholders of the operating company exchanged capital stock of the operating company for shares of common stock of the holding company and b) the operating company purchased the remaining 45% noncontrolling interest in BVC for a combination of cash and common stock of the holding company as described above. The holding company’s only material asset is its direct 100% ownership in the operating company. On July 25, 2012, the Company issued 4,167,367 shares to the public. Simultaneously with the IPO, certain selling shareholders sold 4,046,918 shares to the public resulting in no additional proceeds to the Company. The total number of shares issued in the IPO was 8,214,285. | ||||
Based on the public offering price of $15.00, the Company received gross proceeds from the issuance of 4,167,367 shares issued to the public in the IPO of approximately $62.5 million, and paid underwriting costs of 7%, or approximately $4.4 million, for net proceeds of approximately $58.1 million. The Company also incurred issuance costs of approximately $2.7 million. | ||||
The Company accounted for the acquisition of the BVC noncontrolling interest, as described above, as an equity transaction. Since the transaction was treated as an equity transaction, the transaction costs were also reflected as a reduction of equity and a financing activity in the statement of cash flows for the year ended September 30, 2012. The Company recorded the issuance of the 670,056 shares in common stock at par value, reduced cash and cash equivalents by approximately $10.1 million, eliminated approximately $1.5 million in noncontrolling interest on the balance sheet as of September 30, 2012, and recorded the remaining amount as additional paid in capital. As a result of the acquisition of the remaining noncontrolling interest, the Company was entitled to tax deductions to the extent of any step up in tax basis on the assets of BVC, limited to the cash consideration paid. Accordingly, the tax basis in excess of book basis at the date of purchase resulted in deferred tax assets of approximately $3.6 million as of September 30, 2012. | ||||
As of September 30, 2012, the Company used approximately $39.2 million of the net proceeds from the IPO to pay down all outstanding amounts under the credit facility of approximately $26.4 million, pay the cash portion of the BVC purchase of approximately $10.1 million, pay expenses associated with the IPO of approximately $2.4 million, and pay the cash portion of restricted stock awards of approximately $0.3 million. For the year ended September 30, 2013, the Company used approximately $0.3 million of the proceeds to pay the remaining issuance costs associated with the IPO, and the remaining proceeds from the IPO of approximately $18.6 million were used to fund working capital and for general corporate purposes. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management reviews its estimates on an ongoing basis, including those related to allowances for self-insurance reserves, valuation of inventories, useful lives for depreciation and amortization of property and equipment, valuation allowances for deferred tax assets and liabilities and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. | ||||
Segment Information | ||||
The Company has one reporting segment, natural and organic retail stores. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting, establishes standards for reporting information about a company’s operating segments. | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents include currency on hand, demand deposits with banks, money market funds and credit and debit card transactions which typically settle within three business days of year end. The Company considers all highly liquid investments with a remaining maturity of 90 days or less when acquired to be cash equivalents. | ||||
Restricted Cash | ||||
Restricted cash totals $0.5 million as of September 30, 2013 and represents cash that was pledged in the second quarter 2013 as collateral for a standby letter of credit related to the Company’s workers’ compensation insurance. The Company elected to pledge this cash as collateral for the letter of credit to reduce cost associated with its workers’ compensation insurance. There was no restricted cash balance as of September 30, 2012. | ||||
Investments | ||||
Available-for-sale investments are recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are excluded from earnings and are reported as a separate component of stockholders’ equity until realized. A decline in the fair value of any available-for-sale security below cost that is deemed to be other-than-temporary for a period greater than two fiscal quarters results in a reduction of the fair value. Declines in fair value deemed to be other-than-temporary are charged against net earnings. Investments that have an original maturity date of less than one year are classified as short-term assets, and investments that have an original maturity date greater than one year are classified as long-term assets. | ||||
Accounts Receivable | ||||
Accounts receivable consists primarily of receivables from vendors for certain promotional programs, newsletter advertising and other miscellaneous receivables and are presented net of any allowances for doubtful accounts. Vendor receivable balances are generally presented on a gross basis separate from any related payable due. The Company evaluates the ability to collect the receivables and believes the amounts appearing on the consolidated balance sheets to be fully collectible as of September 30, 2013 and 2012. Accordingly, no allowance for doubtful accounts has been recorded for the years ended September 30, 2013, 2012 and 2011. | ||||
Concentration of Credit Risk | ||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of investments in cash and cash equivalents, accounts receivable and investments in available-for-sale securities. The Company’s cash and cash equivalent account balances, which are held in major financial institutions, exceeded the Federal Deposit Insurance Corporation’s federally insured limits by approximately $4.2 million as of September 30, 2013. | ||||
Vendor Concentration | ||||
For the years ended September 30, 2013, 2012 and 2011, purchases from the Company’s largest vendor and one of its subsidiaries represented approximately 55%, 53% and 53% of all product purchases made during the respective periods. However, the Company believes that, if necessary, alternate vendors could supply similar products in adequate quantities to avoid material disruption to operations. | ||||
Merchandise Inventory | ||||
Merchandise inventory consists of goods held for sale. The cost of inventory includes certain costs associated with the preparation of inventory for sale including inventory overhead costs. Merchandise inventory is carried at the lower of cost or market. Cost is determined using the weighted average cost method. | ||||
Property and Equipment | ||||
Property and equipment is stated at historical cost less accumulated depreciation. In accordance with FASB ASC Topic 835, Interest, the Company capitalizes interest, if applicable, as part of the historical costs of leasehold improvements. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets. | ||||
Useful lives | ||||
(in years) | ||||
Land improvements | 5 – 15 | |||
Leasehold and building improvements | 2 – 20 | |||
Capitalized real estate leases for build-to-suit stores | 40 | |||
Capitalized real estate leases | 15 | |||
Fixtures and equipment | 5 – 7 | |||
Computer hardware and software | 3 – 5 | |||
For land improvements and leasehold and building improvements, depreciation is recorded over the shorter of the assets’ useful lives or the lease terms. Maintenance, repairs and renewals that neither add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains and losses on disposition of property and equipment are included in store expenses in the year of disposition, and primarily relate to store relocations. | ||||
The Company capitalizes certain costs incurred with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment in the consolidated balance sheets and are amortized over the estimated useful lives of the software. Software costs that do not meet capitalization criteria are expensed as incurred. | ||||
Fair Value of Financial Instruments | ||||
The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in authoritative guidance. The framework establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The three levels are defined as follows: | ||||
Level 1— | Inputs are unadjusted quoted prices for identical assets or liabilities in active markets; | |||
Level 2— | Inputs include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and | |||
Level 3— | Inputs are unobservable and are considered significant to the fair value measurement. | |||
Transfers between levels of the fair value hierarchy are deemed to have occurred as of the date of the event or transfer. | ||||
Goodwill and Intangible Assets | ||||
Intangible assets primarily consist of goodwill, trademarks, favorable operating leases and covenants-not-to-compete. Goodwill and the Vitamin Cottage® trademark have indefinite lives and are not amortized; rather, they are tested for impairment at least annually. Intangible assets with definite lives are amortized over their estimated useful lives. The Company evaluates the reasonableness of the useful lives of these intangibles at least annually. | ||||
In accordance with ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350); Testing Goodwill for Impairment, goodwill is reviewed for impairment at least annually. The Company’s annual impairment testing is performed as of September 30. In performing the Company’s analysis of goodwill, the Company first evaluates qualitative factors, including relevant events and circumstances, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step impairment test is not necessary. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform the two-step impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. Thus far, the Company has recorded no impairment charges related to goodwill. | ||||
Impairment of Intangible and Long-Lived Assets | ||||
Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company aggregates long-lived assets at the store level which the Company considers to be the lowest level in the organization for which independent identifiable cash flows are available. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that store to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. The Company considers factors such as historic and forecasted operating results, trends and future prospects, current market value, significant industry trends and other economic and regulatory factors in performing these analyses. Thus far, the Company has recorded no impairment charges related to intangible or long-lived assets. | ||||
Deferred Financing Costs | ||||
Certain costs incurred with borrowings or establishment of credit facilities are deferred. These costs are amortized over the life of the borrowing or the life of the credit facility using the effective interest method. | ||||
Leases | ||||
The Company leases retail stores, a bulk food repackaging facility and distribution center and administrative offices under long-term operating or capital and financing leases. These leases include scheduled increases in minimum rents and renewal provisions at the option of the Company. The lease term for accounting purposes commences with the date the Company takes possession of the space and ends on the later of the primary lease term or the expiration of any renewal periods that are deemed to be reasonably assured at the inception of the lease. | ||||
Operating leases | ||||
The Company accounts for operating leases with rent holidays and escalating payment terms by recognizing the associated expense on a straight-line basis over the lease term. For certain leases, the Company has also received cash from landlords to compensate for costs incurred by the Company in making the store locations ready for operation (leasehold incentives or tenant allowances). Leasehold incentives received from a landlord are deferred and recognized on a straight-line basis as a reduction to rent expense over the lease term. | ||||
Capital financing leases | ||||
From time to time, the Company enters into leases with developers for build-to-suit store locations. Upon lease execution, the Company analyzes its involvement during the construction period with respect to ASC Topic 840, Leases. As a result of defined forms of lessee involvement, the Company could be deemed the “owner” for accounting purposes during the construction period, and may be required to capitalize the project costs on its balance sheet. If the project costs are capitalized, the Company performs a sale-leaseback analysis upon completion of the construction, pursuant to ASC Topic 840, Leases, to determine if the Company can remove the assets from its balance sheet. If the asset cannot be removed from the balance sheet, the fair market value of the building remains recognized as an asset on the balance sheet, along with a corresponding capital lease financing obligation equal to the fair market value of the building less any amount the Company contributed towards construction. The Company does not record rent expense for the rental payments under capital financing leases, but rather rental payments under the capital financing lease obligations are recognized as a reduction of the capital lease financing obligation and as interest expense. The capital lease asset is depreciated on a straight line basis over a 40 year life for buildings and an indefinite life for land. | ||||
Capital leases | ||||
Also from time to time, the Company enters into leases that per ASC Topic 840, Leases, are deemed to be capital leases. On these leases, the Company capitalizes the present value of the minimum lease payments and records a corresponding capital lease obligation. The Company does not record rent expense for the rental payments under capital leases, but rather rental payments under the capital lease obligations are recognized as a reduction of the capital lease obligation and as interest expense. The capital lease asset is depreciated on a straight line basis over the term of the related lease. | ||||
Self-Insurance | ||||
The Company is self-insured for certain losses relating to employee medical, dental benefits and workers compensation. Stop-loss coverage has been purchased to limit exposure to any significant level of claims. Self-insured losses are accrued based upon the Company’s estimates of the aggregate claims incurred but not reported using historical experience. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from historical trends. | ||||
Revenue Recognition | ||||
Revenue is recognized at the point of sale, net of in-house coupons, discounts, returns and allowances. Sales taxes are not included in sales. The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction. The Company records a deferred revenue liability within accrued expenses when it sells the Company’s gift cards or issues gift cards to employees or for loyalty, award or promotional purposes, and records a sale when a customer redeems the gift card. Generally, the gift cards do not expire. The Company currently does not record breakage for unused portions of gift cards. | ||||
Cost of Goods Sold and Occupancy Costs | ||||
Cost of goods sold and occupancy costs includes the cost of inventory sold during the period net of discounts and allowances, as well as, distribution, shipping and handling costs, store occupancy costs and costs of the bulk food repackaging facility and distribution center. The amount shown is net of various rebates from third-party vendors in the form of quantity discounts and payments. Vendor consideration associated with product discounts is recorded as either a reduction of merchandise inventory or cost of goods sold. Store occupancy costs include rent, common area maintenance and real estate taxes. Store occupancy costs do not include any rent amounts for the store leases classified as capital and financing lease obligations (see Note 13). | ||||
Store Expenses | ||||
Store expenses consist of store-level expenses such as salaries, benefits and share-based compensation, supplies, utilities, depreciation, gain or loss on disposal of assets and other related costs associated with operations support. Store expenses also include purchasing support services and advertising and marketing costs. | ||||
Administrative Expenses | ||||
Administrative expenses consist of salaries, benefits and share-based compensation, occupancy costs, depreciation, office supplies, hardware and software expenses, professional services expenses and other general and administrative expenses. | ||||
Pre-Opening and Relocation Expenses | ||||
Costs associated with the opening of new stores or relocating existing stores are expensed as incurred. | ||||
Advertising and Marketing | ||||
Advertising and marketing costs are expensed as incurred and are included in store expenses and pre-opening and relocation expenses in the consolidated statements of income. Total advertising and marketing expenses for the years ended September 30, 2013, 2012 and 2011 were approximately $6.2 million, $5.1 million and $5.4 million, respectively, net of vendor reimbursements received for newsletter advertising. Advertising expense reimbursements received from vendors totaled approximately $1.5 million, $1.3 million and $1.1 million for the years ended September 30, 2013, 2012 and 2011, respectively. | ||||
Share-Based Compensation | ||||
The Company adopted an Omnibus Incentive Plan in connection with the IPO on July 25, 2012. Restricted common stock units are granted at the market price of the stock on the day of grant and expensed over the applicable vesting period. | ||||
The excess tax benefits for recognized compensation costs are reported as a credit to additional-paid-in capital and as operating cash outflows, but only when such excess tax benefits are realized by a reduction to current taxes payable. | ||||
Income Taxes | ||||
The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of the Company’s assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which the Company operates. | ||||
The Company considers the need to establish valuation allowances to reduce deferred income tax assets to the amounts the Company believes are more likely than not to be recovered. | ||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. In addition, the Company is subject to periodic audits and examinations by the Internal Revenue Service (IRS) and other state and local taxing authorities. | ||||
Any interest or penalties incurred related to income taxes are expensed as incurred and treated as permanent differences for tax purposes. | ||||
Noncontrolling Interest in Consolidated Financial Statements | ||||
Prior to the Company’s IPO on July 25, 2012, the Company had a majority 55% ownership of BVC which owned five Natural Grocers by Vitamin Cottage retail stores managed by the operating company. Immediately prior to the IPO, the Company issued common stock and paid cash to purchase the remaining 45% noncontrolling interest in BVC. Noncontrolling interest in the Company’s consolidated financial statements relates to the noncontrolling 45% ownership in BVC prior to the purchase. Net income attributable to noncontrolling interest and net income attributable to the Company are reported separately in the consolidated statements of income and statements of comprehensive income. | ||||
Recent Accounting Pronouncements | ||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU No. 2013-02 supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in both ASU No. 2011-12 and 2011-05. ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This update is effective for the Company beginning in the first quarter of fiscal year 2014. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share | ' | ||||||||
Earnings Per Share | ' | ||||||||
3. Earnings Per Share | |||||||||
Basic earnings per share excludes dilution and is computed by dividing net income attributable to Natural Grocers by Vitamin Cottage, Inc. stockholders by the weighted average shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if the Company’s granted but unvested restricted stock units were to vest, resulting in the issuance of common stock that would then share in the earnings of the Company. Presented below is basic and diluted earnings per share for the years ended September 30, 2013, 2012 and 2011, dollars in thousands, except share and per share data: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 10,552 | 6,649 | 3,504 | |||||
Weighted average common shares outstanding | 22,399,346 | 22,372,184 | 22,372,184 | ||||||
Effect of dilutive securities | 42,036 | 90,909 | 89,221 | ||||||
Weighted average common shares outstanding including effect of dilutive securities | 22,441,382 | 22,463,093 | 22,461,405 | ||||||
Basic earnings per share | $ | 0.47 | 0.3 | 0.16 | |||||
Diluted earnings per share | $ | 0.47 | 0.3 | 0.16 | |||||
The Company did not declare any dividends in the years ended September 30, 2013, 2012 and 2011. | |||||||||
As of September 30, 2013, the Company had 50,000,000 shares of common stock authorized and 22,441,253 shares issued and outstanding, as well as 10,000,000 shares of preferred common stock authorized with none issued and outstanding. |
Investments
Investments | 12 Months Ended |
Sep. 30, 2013 | |
Investments | ' |
Investments | ' |
4. Investments | |
The Company holds money market fund investments that are classified as cash and cash equivalents of approximately $0.5 million and $0.2 million as of September 30, 2013 and 2012, respectively. | |
The Company also had available-for-sale securities, generally consisting of certificates of deposit, corporate bonds and municipal bonds totaling approximately $1.1 million and $1.8 million, of which approximately $1.1 million and $0.8 million were classified as short-term as of September 30, 2013 and 2012, respectively. At September 30, 2013, the average maturities of the Company’s short-term investments was approximately five months. At September 30, 2012, the average maturities of the Company’s short-term and long-term investments were approximately eight and 17 months, respectively. | |
The Company established an investment policy in the fourth quarter of fiscal year 2012, with the objective to achieve maximum yields on invested funds while protecting principal, as well as ensuring that funds will be available to meet operating cash flow requirements. The investment policy establishes the type of investments that are acceptable, requires that each investment have a certain high level of rating as established by Standard and Poor’s or Moody’s and limits the amount of any one investment that may be held based on the market value of the total funds at the time of investment purchase. As of September 30, 2013 and 2012, the Company’s investments in available-for-sale securities were in compliance with the Company’s investment policy. | |
During the years ended September 30, 2013 and 2012, the Company recorded insignificant amounts of interest income and expense relating to amortized premiums paid. The Company had no money market fund investments or available-for-sale investments as of September 30, 2011. | |
As of September 30, 2013, available-for-sale securities totaling approximately $1.1 million were in net unrealized gain positions with an insignificant amount recorded in accumulated other comprehensive income for temporary increases in fair value, consisting of five securities in gain positions and four securities in loss positions due to the amortization of premiums paid to acquire the securities. As of September 30, 2012, available-for-sale securities totaling approximately $1.8 million were in net unrealized loss positions with an insignificant amount recorded in accumulated other comprehensive income for temporary declines in fair value, consisting of three securities in gain positions and nine securities in loss positions due to the amortization of premiums paid to acquire the securities. There was no other-than-temporary impairment on available-for-sale securities as of September 30, 2013 or September 30, 2012. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
5. Fair Value Measurements | |||||||||||||
The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in authoritative guidance. The framework establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Non-financial assets, such as goodwill and long-lived assets, are accounted for at fair value on a non-recurring basis. These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, at least on an annual basis. | |||||||||||||
The carrying amounts of financial instruments not included in the table below, including those cash and cash equivalents that are not invested in money market funds, restricted cash, accounts receivable, accounts payable and other accrued expenses, approximate fair value because of the short maturity of those instruments. The Company believes that the carrying values approximate fair values of note payable- related party within all material respects, as the spread between the stated interest rate and market rates do not cause a material difference in valuation, as well as the absence of credit risk on the instrument. As of September 30, 2013, the entire balance of the note payable- related party had been paid. | |||||||||||||
As of September 30, 2013 and 2012, the Company had the following financial assets and liabilities that were subject to fair value measurements according to the fair value hierarchy, dollars in thousands: | |||||||||||||
As of September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Input | Carrying | Fair Value | Carrying | Fair Value | |||||||||
Level | Amount | Amount | |||||||||||
Cash and cash equivalents: | |||||||||||||
Money market fund | 1 | $ | 501 | 501 | 246 | 246 | |||||||
Investments — available-for-sale securities: | |||||||||||||
Certificates of deposit | 2 | 585 | 585 | 979 | 979 | ||||||||
Corporate bonds | 2 | 376 | 376 | 485 | 485 | ||||||||
Municipal bonds | 2 | 188 | 188 | 288 | 288 | ||||||||
The money market fund and available-for-sale securities are carried at fair value. For debt securities for which quoted market prices are not available, the fair value is determined using an income approach valuation technique that considers, among other things, rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk. During the years ended September 30, 2013 and 2012, the Company purchased approximately $0.5 million and $1.8 million, respectively, in available-for-sale securities. During the years ended September 30, 2013 and 2012, available-for-sale securities of approximately $1.0 million and $0, respectively, matured, and available-for-sale securities of approximately $0.1 million and $0 million, respectively, were sold, resulting in an increase in the money market fund (level 1) and a decrease in available-for-securities (level 2). During the years ended September 30, 2013 and 2012, there were no transfers between levels and the Company had no level 3 assets. See Note 4 for additional disclosures. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | ' | ||||||||
6. Property and Equipment | |||||||||
The Company had the following property and equipment balances as of September 30, 2013 and 2012, dollars in thousands: | |||||||||
Useful lives | As of September 30, | ||||||||
(in years) | 2013 | 2012 | |||||||
Construction in process | n/a | $ | 5,421 | 3,642 | |||||
Capitalized real estate leases for build-to-suit stores, including unamortized land of $617 and $600, respectively | 40 | 15,774 | 5,205 | ||||||
Capitalized real estate leases | 15 | 4,866 | — | ||||||
Land improvements | 15-May | 1,000 | 832 | ||||||
Leasehold and building improvements | 20-Feb | 59,058 | 45,438 | ||||||
Fixtures and equipment | 7-May | 56,459 | 41,830 | ||||||
Computer hardware and software | 5-Mar | 8,252 | 6,697 | ||||||
150,830 | 103,644 | ||||||||
Less accumulated depreciation and amortization | (51,920 | ) | (39,041 | ) | |||||
Property and equipment, net | $ | 98,910 | 64,603 | ||||||
Capitalized real estate leases include the assets for build-to-suit stores and buildings under capital leases as of September 30, 2013 and 2012, respectively (see Note 2 and Note 13). | |||||||||
Construction in process includes approximately $1.3 million and $1.9 million as of September 30, 2013 and 2012, respectively, related to construction costs for build-to-suit leases in process for which the Company was deemed the owner during the construction period. | |||||||||
Costs capitalized for computer software development for the years ended September 30, 2013 and 2012 were approximately $0.1 million and $0.1 million, respectively, primarily due to capitalization of internal staff compensation. Total costs capitalized for qualifying construction projects on leasehold and building improvements and fixtures and equipment includes approximately $0.4 million and $0.3 million, for the years ended September 30, 2013 and 2012, respectively, related to internal staff compensation. Insignificant amounts of interest costs were capitalized for the year ended September 30, 2012. Amortization expense related to capitalized internal staff compensation was approximately $0.3 million and $0.5 million for the years ended September 30, 2013 and 2012, respectively. | |||||||||
Depreciation and amortization expense for the years ended September 30, 2013, 2012 and 2011 is summarized as follows, dollars in thousands: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Depreciation and amortization expense included in cost of goods sold and occupancy costs | $ | 709 | 436 | 449 | |||||
Depreciation and amortization expense included in store expenses | 12,365 | 8,710 | 6,403 | ||||||
Depreciation and amortization expense included in administrative expenses | 422 | 803 | 839 | ||||||
Total depreciation and amortization expense | $ | 13,496 | 9,949 | 7,691 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
7. Goodwill and Other Intangible Assets | |||||||||
Goodwill and other intangible assets as of September 30, 2013 and 2012, are summarized as follows, dollars in thousands: | |||||||||
Useful lives | As of September 30, | ||||||||
(in years) | 2013 | 2012 | |||||||
Amortizable intangible assets: | |||||||||
Covenants-not-to-compete | 5 | $ | 293 | 293 | |||||
Favorable operating lease | 5 | 339 | 339 | ||||||
Other intangibles | 0.5 | 22 | 22 | ||||||
Amortized intangible assets | 654 | 654 | |||||||
Less accumulated amortization | (654 | ) | (627 | ) | |||||
Amortized intangible assets, net | — | 27 | |||||||
Trademark | Indefinite | 389 | 389 | ||||||
Total other intangibles, net | 389 | 416 | |||||||
Goodwill | Indefinite | 511 | 511 | ||||||
Total goodwill and other intangibles, net | $ | 900 | 927 | ||||||
Amortization expense was less than $0.1 million, approximately $0.1 million and $0.1 million for the years ended September 30, 2013, 2012 and 2011, respectively. There is no scheduled amortization expense for the year ended September 30, 2014 as the Company’s amortized intangible assets are fully amortized as of September 30, 2013. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Accrued Expenses | ' | ||||||
Accrued Expenses | ' | ||||||
8. Accrued Expenses | |||||||
The composition of accrued expenses as of September 30, 2013 and 2012, are summarized as follows, dollars in thousands: | |||||||
As of September 30, | |||||||
2013 | 2012 | ||||||
Payroll and employee-related expenses | $ | 5,247 | 4,413 | ||||
Accrued income, property, sales and use tax payable | 2,686 | 2,197 | |||||
Deferred revenue related to gift card sales | 625 | 556 | |||||
Other | 748 | 617 | |||||
Total accrued expenses | $ | 9,306 | 7,783 |
Deferred_Financing_Costs
Deferred Financing Costs | 12 Months Ended |
Sep. 30, 2013 | |
Deferred Financing Costs | ' |
Deferred Financing Costs | ' |
9. Deferred Financing Costs | |
The Company has capitalized costs incurred in securing its credit facility (see Note 10). Deferred financing costs, net of accumulated amortization were less than $0.1 million and approximately $0.1 million as of September 30, 2013 and 2012, respectively. Accumulated amortization was approximately $0.9 million and $0.8 million as of September 30, 2013 and 2012, respectively. | |
Total amortization expense for deferred financing costs was less than $0.1 million for the years ended September 30, 2013 and 2012, respectively, and approximately $0.1 million for the year ended September 30, 2011. Scheduled amortization expense is less than $0.1 million for the year ending September 30, 2014 at which time the deferred financing costs will be fully amortized. | |
LongTerm_Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2013 | |
Long-Term Debt | ' |
Long-Term Debt | ' |
10. Long-Term Debt | |
Credit Facility | |
The Company has a credit facility which consists of a revolving credit facility and had a term loan that was fully repaid in fiscal year 2012 (see further discussion of the revolving credit facility and the term loan below). The operating company is the borrower under the credit facility and its obligations under the credit facility are guaranteed by the holding company. | |
The credit facility requires compliance with certain operational and financial covenants including a leverage ratio and fixed charge coverage ratio. The credit facility also contains certain other limitations on the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets and make investments or acquisitions as defined in the credit facility agreement. Additionally, the revolving credit facility prohibits the payment of cash dividends to the holding company from the operating company, without the bank’s consent except when no default or event of default exists. | |
If no default or event of default exists dividends are allowed for various audit, accounting, tax, securities, indemnification, reimbursement, insurance and other reasonable expenses in the ordinary course of business. The Company does not expect such restrictions to impact its ability to meet cash obligations. The terms and conditions of the agreement for the revolving credit facility and associated documents are customary and include, among other things, guarantees, pledges and subordinations. At September 30, 2013 and 2012, the Company was in compliance with the debt covenants. | |
On December 12, 2013, the Company entered into an amended and restated credit agreement. See Note 22 for further discussion. | |
Revolving Credit Facility | |
On October 31, 2012, the Company amended the agreement governing the revolving credit facility to decrease the credit facility limit from $21.0 million to $15.0 million and to lower the unused commitment fee to 0.20% from 0.375%. The reduction in the unused commitment fee was retroactive to August 1, 2012. The credit facility was scheduled to mature on June 30, 2014 before the Company entered into the amended and restated credit facility (see Note 22). The Company may borrow, prepay and re-borrow amounts under this revolving credit facility at any time prior to the maturity date. | |
The Company had no amounts outstanding on its revolving credit facility as of September 30, 2013 and 2012. During the year ended September 30, 2013, the Company had approximately $0.1 million drawn on the revolving credit facility, for one day. Proceeds from the Company’s IPO on July 25, 2012 were used to pay off outstanding amounts under the revolving credit facility of $10.6 million. Interest is determined by the lender’s administrative agent and is stated at the adjusted LIBOR rate for the interest period plus the lender spread. The average annual interest rate for the years ended September 30, 2013, 2012 and 2011 was 3.30%, 2.54% and 2.38%, respectively. | |
Term Loan | |
The Company had no amounts outstanding under the term loan as of September 30, 2013 and 2012. Proceeds from the Company’s IPO on July 25, 2012 were used to prepay the then outstanding amount under the term loan of $15.8 million. The Company cannot borrow additional amounts on the term loan and as such had no activity under the term loan in the fiscal year ended September 30, 2013. Interest was determined by the lender’s administrative agent and was stated at the alternate base rate for the interest period plus the applicable lender spread. The average interest rate for the years ended September 30, 2012 and 2011 was approximately 2.02% and 2.19%, respectively. | |
Capital and Financing Lease Obligations | |
The Company has nine leases that are included in capital and financing lease obligations (see Notes 2 and 13). The Company does not record rent expense for these capitalized real estate leases, but rather rental payments under the capital leases are recognized as a reduction of the capital and financing lease obligation and as interest expense (see Note 13). | |
Interest | |
The Company incurred gross interest expense of approximately $2.2 million, $0.6 million and $0.7 million in the years ended September 30, 2013, 2012 and 2011, respectively. Interest expense for the year ended September 30, 2013 relates primarily to interest on capital and financing lease obligations. Interest expense for the years ended September 30, 2012 and 2011 relates primarily to interest for activity under the credit facility, including amortization of deferred financing costs. The Company did not capitalize any interest for the year ended September 30, 2013 and had insignificant amounts of interest capitalized for the years ended September 30, 2012 and 2011. | |
Note_PayableRelated_Party
Note Payable-Related Party | 12 Months Ended |
Sep. 30, 2013 | |
Note Payable-Related Party | ' |
Note Payable-Related Party | ' |
11. Note Payable—Related Party | |
As of September 30, 2012, the Company had an unsecured note payable, bearing interest at 5.33% annually with an outstanding balance of approximately $0.3 million. The balance of the note payable — related party was fully repaid during fiscal year 2013. | |
SplitDollar_Life_Insurance_Pre
Split-Dollar Life Insurance Premiums-Related Party | 12 Months Ended |
Sep. 30, 2013 | |
Split-Dollar Life Insurance Premiums-Related Party | ' |
Split-Dollar Life Insurance Premiums-Related Party | ' |
12. Split-Dollar Life Insurance Premiums—Related Party | |
The Company had an agreement with a related party trust that owned a split-dollar life insurance policy dated January 1, 1994, on Philip Isely. One of the semiannual policy premium payments was paid by the Company each year. Additionally, the Company entered into a note receivable on August 16, 2004, with the co-trustees of the related party trust whereby the Company had agreed to pay the other semiannual policy premium due each policy year. The agreement stated that when the policy was paid, the Company would be repaid the premiums paid plus interest at 2.5% per annum. The Company entered into a collateral assignment with the related party trust whereby the split-dollar life insurance policy was held as collateral security for its advances for premiums paid to date. | |
On June 14, 2012, the Company entered into an agreement with Zephyr Isely, Kemper Isely and Heather C. Isely, as co-trustees of The Philip and Margaret A. Isely Joint Trust Number One to terminate and cancel the split-dollar life insurance agreement, the collateral assignment, the loan agreement and related promissory note effective with the payment by the co-trustees/trust of all outstanding sums payable to the Company. As of June 14, 2012, the outstanding amounts were approximately $0.7 million for the premiums paid under the split-dollar life insurance agreement and $0.2 million for the premiums paid and interest accrued per the loan agreement for a total receivable to the Company of $0.9 million. On June 15, 2012, the trust repaid this amount in full, and consistent with the original terms of the agreement, the Company has no further arrangements with the related parties or the trust and no further obligations to pay the split-dollar life insurance policy premiums or any death benefit. | |
Lease_Commitments
Lease Commitments | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Lease Commitments | ' | ||||||||||||
Lease Commitments | ' | ||||||||||||
13. Lease Commitments | |||||||||||||
Operating Leases | |||||||||||||
The Company leases retail stores, a bulk food repackaging facility and distribution center and administrative offices under long-term operating leases through 2033. These leases include scheduled increases in minimum rents and renewal provisions at the option of the Company. Deferred rent expense as of September 30, 2013 and 2012 was approximately $4.7 million and $3.6 million, respectively. Tenant improvement allowances received from landlords (leasehold incentives) are recorded as liabilities and recognized evenly as a reduction to rent expense over the lease term. Leasehold incentives at September 30, 2013 and 2012 were approximately $5.7 million and $5.3 million, respectively. | |||||||||||||
The Company has seven leases with Chalet Properties, LLC (Chalet), one lease with the Isely Family Land Trust LLC and one lease with 3801 East Second Avenue LLC, all related parties (see Note 16). The terms and rental rates of these related party leases are similar to leases with nonrelated parties and are at market rental rates. The leases began at various times with the earliest occurring in November 1999, continue for various terms through February 2027 and include various options to renew. Present annual lease payments range from less than $0.1 million to approximately $0.3 million per lease. | |||||||||||||
The future minimum annual commitments under the terms of the Company’s operating leases having initial or remaining terms in excess of one year as of September 30, 2013 are as follows, dollars in thousands: | |||||||||||||
Third | Related | Total Operating | |||||||||||
parties | parties | Leases | |||||||||||
2014 | $ | 15,110 | 1,650 | 16,760 | |||||||||
2015 | 16,578 | 1,654 | 18,232 | ||||||||||
2016 | 16,326 | 1,633 | 17,959 | ||||||||||
2017 | 15,883 | 1,635 | 17,518 | ||||||||||
2018 | 15,784 | 1,635 | 17,419 | ||||||||||
Thereafter | 108,861 | 12,117 | 120,978 | ||||||||||
$ | 188,542 | 20,324 | 208,866 | ||||||||||
Total rent expense, including common area expenses and warehouse rent, for the years ended September 30, 2013, 2012 and 2011 totaled approximately $14.8 million, $12.1 million and $9.9 million, respectively, which is included in cost of goods sold and occupancy costs and administrative expenses in the consolidated statements of income. In addition, approximately $0.6 million, $0.5 million and $0.4 million is included in pre-opening and relocation expense associated with rent expense for stores that had not yet opened for the years ended September 30, 2013, 2012 and 2011, respectively. | |||||||||||||
For the year ended September 30, 2013, the Company completed one sale-leaseback transaction with an unrelated party for proceeds of approximately $5.0 million, with a gain on the sale of approximately $0.2 million which has been deferred and will be amortized over the initial lease term. Concurrent with the sale, the Company entered into an agreement to lease the property back from the purchaser over an initial lease term of 15 years. The Company classified the lease as operating and considers the transaction as a normal leaseback under the provisions of ASC Topic 840, Leases, with no other continuing involvement. | |||||||||||||
Capital and Financing Lease Obligations | |||||||||||||
Capital and financing lease obligations as of September 30, 2013 and 2012, are as follows, dollars in thousands: | |||||||||||||
As of September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Capital lease finance obligations, due in monthly installments through fiscal year 2028 and 2027, respectively | $ | 13,746 | 4,181 | ||||||||||
Capital lease obligations due in monthly installments through fiscal year 2028 | 4,792 | — | |||||||||||
Capital lease finance obligation for assets under construction, due in monthly installments through fiscal year 2028 and 2027, respectively | 1,284 | 1,345 | |||||||||||
Total capital and financing lease obligations | 19,822 | 5,526 | |||||||||||
Less current portion | (174 | ) | (12 | ) | |||||||||
Total capital and financing lease obligations, net of current portion | $ | 19,648 | 5,514 | ||||||||||
Capital lease finance obligations | |||||||||||||
From time to time, the Company enters into leases with developers for build-to-suit store locations. Upon lease execution, the Company analyzes its involvement during the construction period with respect to ASC Topic 840, Leases. As a result of defined forms of lessee involvement, the Company could be deemed the “owner” for accounting purposes during the construction period, and would be required to capitalize construction costs on its balance sheet. If the project costs were capitalized, the Company performs a sale-leaseback analysis upon completion of the project to determine if the Company can remove the asset from its balance sheet. If the asset cannot be removed from the balance sheet, the fair market value of the building remains on the balance sheet along with a corresponding capital lease finance obligation equal to the fair market value of the building less any amounts the Company contributed toward construction. The Company had capital lease finance obligations totaling approximately $13.7 million and $4.2 million as of September 30, 2013 and 2012, respectively. The leases that created the obligations expire or become subject to renewal clauses at various dates through fiscal year 2028. The Company does not record rent expense for capital lease finance obligations, but rather rent payments per the leases are recognized as a reduction of the related capital lease finance obligation and as interest expense. Depreciation expense for the related capitalized lease assets is included in store expenses in the consolidated statements of income. At the end of the lease term, the offsetting balances of the capitalized assets, net of accumulated depreciation, and capital lease finance obligation will be de-recognized. | |||||||||||||
Capital lease obligations | |||||||||||||
The Company had capital lease obligations totaling approximately $4.8 million as of September 30, 2013. The Company had no capital lease obligations as of September 30, 2012. Per ASC Topic 840, Leases, certain of the Company’s leases for store locations are considered capital leases, and as such, the Company has capitalized the present value of the minimum lease payments under the leases for the stores and recorded related capital lease obligations. The leases that created the obligation expire or become subject to renewal clauses at various dates through fiscal year 2028. The Company does not record rent expense for capital lease obligations, but rather rent payments per the leases are recognized as a reduction of the related capital lease obligation and as interest expense. Depreciation expense for the related capitalized lease assets is included in store expenses in the consolidated statements of income. | |||||||||||||
Capital lease finance obligation for assets under construction | |||||||||||||
As of September 30, 2013, the Company has recorded approximately $1.3 million for construction in process and approximately $1.3 million in capital lease finance obligations for assets under construction. Once construction is complete, the Company expects to be deemed to have continuing involvement and to capitalize any additional costs of construction. As of September 30, 2012, the Company had recorded approximately $1.9 million for construction in process and approximately $1.3 million in capital lease finance obligations. The Company will not record rent expense for these leases, but rather rental payments under the leases will be recognized as a reduction of the capital lease finance obligation and as interest expense. Depreciation expense for the related capitalized lease assets is included in store expenses in the consolidated statements of income. At the end of the lease term, the offsetting balances of the capitalized assets, net of accumulated depreciation, and the capital lease finance obligation will be de-recognized. | |||||||||||||
Future payments for capital lease finance obligations and capital lease obligations | |||||||||||||
Future payments under the terms of the leases for opened stores included in capital lease finance obligations and capital lease obligations as of September 30, 2013 are as follows, dollars in thousands: | |||||||||||||
Interest | Principal | Interest | Payments on | Total future | |||||||||
expense on | payments on | expense on | capital lease | payments on | |||||||||
capital lease | capital lease | capital lease | obligations | capital lease | |||||||||
finance | finance | obligations | finance and capital | ||||||||||
obligations | obligations | lease obligations | |||||||||||
2014 | $ | 1,979 | 51 | 681 | 120 | 2,831 | |||||||
2015 | 1,971 | 59 | 667 | 134 | 2,831 | ||||||||
2016 | 1,961 | 69 | 650 | 151 | 2,831 | ||||||||
2017 | 1,950 | 79 | 631 | 170 | 2,830 | ||||||||
2018 | 1,938 | 99 | 608 | 192 | 2,837 | ||||||||
Thereafter | 16,386 | 3,402 | 3,597 | 4,025 | 27,410 | ||||||||
$ | 26,185 | 3,759 | 6,834 | 4,792 | 41,570 | ||||||||
Future payments under the terms of the lease for the store location at which construction was in progress as of September 30, 2013, based on the store opening date in the first quarter of fiscal 2014, is as follows, dollars in thousands: | |||||||||||||
Interest expense on | Payments on | Future | |||||||||||
capital lease | capital lease | payments under terms of | |||||||||||
finance obligation for | finance obligation | capital lease finance | |||||||||||
assets under | for assets under | obligation for assets | |||||||||||
construction | construction | under construction | |||||||||||
2014 | $ | 135 | 3 | 138 | |||||||||
2015 | 134 | 13 | 147 | ||||||||||
2016 | 133 | 14 | 147 | ||||||||||
2017 | 131 | 16 | 147 | ||||||||||
2018 | 129 | 18 | 147 | ||||||||||
Thereafter | 1,132 | 403 | 1,535 | ||||||||||
$ | 1,794 | 467 | 2,261 |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
14. Stockholders’ Equity | |
The Company did not pay dividends during the years ended September 30, 2013, 2012 or 2011. | |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Share-Based Compensation | ' | ||||||
Share-Based Compensation | ' | ||||||
15. Share-Based Compensation | |||||||
The Company adopted an Omnibus Incentive Plan (the Plan) on July 17, 2012. Restricted stock unit awards granted pursuant to the Plan, if they vest, will be settled in shares of the Company’s common stock. At adoption of the Plan, there were 1,090,151 shares of common stock available for issuance or delivery under the Plan, of which 751,889 remain available for grants as of September 30, 2013. The Plan provides for awards of options, stock appreciation rights, stock grants, restricted stock units, other share-based awards and cash-based incentive awards to officers, board members and key employees and consultants. As of September 30, 2013, only restricted stock units had been granted under the Plan, at no out-of-pocket cost to officers, board members and key employees. Except as described below with respect to the Chief Financial Officer, these restricted stock units vest subject to requisite service requirements, immediately in part or annually in terms over a one-to-four year period. The award recipients are not entitled to cash dividends or to vote with regard to non-vested restricted stock units, and the units are subject to forfeiture during the vesting period. Restricted stock units are granted at the market price of the Company’s stock on the day of grant and are expensed on a straight-line basis over the vesting period. | |||||||
The shares of non-vested restricted stock units as of September 30, 2013 were as follows: | |||||||
Shares | Weighted average | ||||||
grant date fair value | |||||||
Non-vested as of September 30, 2011 | — | $ | — | ||||
Granted | 269,351 | 1.41 | |||||
Forfeited | — | — | |||||
Vested | (178,442 | ) | 1.32 | ||||
Non-vested as of September 30, 2012 | 90,909 | 1.66 | |||||
Granted | 68,911 | 32.87 | |||||
Forfeited | (204 | ) | 34.07 | ||||
Vested | (73,563 | ) | 7.25 | ||||
Non-vested as of September 30, 2013 | 86,053 | 21.8 | |||||
As of September 30, 2012, the Company had issued restricted stock unit awards to its Chief Financial Officer and a member of the Board of Directors (Board). The restricted stock grant to the Chief Financial Officer (CFO Award) was in accordance with the terms of her employment agreement that was signed in June 2008 which stated she was entitled to receive a grant of restricted stock units equal to 1.2% of the fully diluted shares of the Company in connection with an IPO. Two thirds of the CFO Award vested immediately upon completion of the IPO and was settled in a combination of common stock and cash. The remaining one third, which has vested or will vest in three equal parts over a six, 12 and 18 month period following the IPO, have been or are to be settled 100% in shares of common stock. Per ASC Topic 718, Stock Compensation, the occurrence of the IPO was deemed a performance condition, and therefore no expense for fiscal year 2012 was recorded until the performance condition was deemed probable (i.e. the closing of the IPO). Upon completion of the IPO in the fourth quarter of fiscal year ended September 30, 2012, the Company recorded the entire expense associated with the two thirds of the CFO Award that vested immediately, the portion that was settled in common shares was equity classified and expensed at the grant date fair value and the portion that was settled in cash was liability classified and expensed at the market value on the date of the IPO. The remaining one third of the CFO Award was valued at the grant date fair value, once the performance condition was deemed probable (occurrence of the IPO) a portion of the expense relating to the vesting period that had already expired (June 2008 to July 25, 2012) was expensed, and the remaining amount was or will be expensed ratably over vesting period. | |||||||
Each independent member of the Company’s Board is granted a number of non-vested stock units under the Plan equal to the number of shares of common stock having a value of $50,000 (based on the closing price of common stock on the New York Stock Exchange on the date of grant), which is granted each year on the date of the Company’s annual meeting of stockholders, or a pro rata portion in the case of a mid-year appointment. | |||||||
The Company recorded total share-based compensation expense before income taxes of approximately $0.6 million and $1.1 million in the years ended September 30, 2013 and 2012, respectively. No share-based compensation expense was recorded in the year ended September 30, 2011. The share-based compensation expense is included in cost of goods sold and occupancy expenses, store expenses or administrative expenses in the consolidated statements of income consistent with the manner in which the applicable officer, board member or key employee’s compensation expense is recorded. As of September 30, 2013, there was approximately $1.6 million of unrecognized share-based compensation expense related to non-vested restricted stock units, net of estimated forfeitures, which the Company anticipates will be recognized over a weighted average period of approximately four years. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
16. Related Party Transactions | |
The Company has ongoing relationships with related entities as noted: | |
3801 East Second Avenue, LLC: The Company has one operating lease (see Note 13) for a store location with 3801 East Second Avenue LLC, an entity owned by the Margaret A. Isely Family Trust. The trust is controlled by Kemper Isely, Zephyr Isely and Heather Isely, who act as its trustees. Rent paid to 3801 East Second Avenue LLC was less than $0.1 million for each of the years ended September 30, 2013, 2012 and 2011. | |
Isely Family Land Trust LLC: The Company has one operating lease (see Note 13) for a store location with the Isely Family Land Trust LLC (Land Trust). The Land Trust is owned by the Isely Children’s Trust and by the Margaret A. Isely Family Trust. Rent paid to the Land Trust was approximately $0.3 million for each of the years ended September 30, 2013, 2012 and 2011. | |
Chalet: The Company has seven operating leases (see Note 13) with Chalet. Chalet is owned by four of the Company’s non-independent board members: Kemper Isely, Zephyr Isely, Heather Isely and Elizabeth Isely, and other related family members. Rent paid to Chalet was approximately $1.3 million, $1.5 million and $1.2 million for the years ended September 30, 2013, 2012 and 2011, respectively. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | ' | ||||||||
17. Income Taxes | |||||||||
The following are the components of the provision for income taxes as of September 30, 2013, 2012 and 2011, respectively, dollars in thousands: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Current federal income tax expense (benefit) | $ | 3,376 | 1,102 | (1,547 | ) | ||||
Current state income tax expense (benefit) | 551 | 180 | (224 | ) | |||||
3,927 | 1,282 | (1,771 | ) | ||||||
Deferred federal income tax | 2,156 | 2,339 | 3,425 | ||||||
Deferred state income tax | 296 | 334 | 513 | ||||||
2,452 | 2,673 | 3,938 | |||||||
Total provision for income taxes | $ | 6,379 | 3,955 | 2,167 | |||||
The differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate are as follows: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Statutory tax rate | 34 | % | 34 | 34 | |||||
Nontaxable income attributable to noncontrolling interest | — | (2.7 | ) | (6.2 | ) | ||||
State income taxes, net of federal income tax expense | 3.3 | 3 | 3.4 | ||||||
Other, net | 0.4 | 0.3 | 0.8 | ||||||
Effective tax rate | 37.7 | % | 34.6 | 32 | |||||
Deferred taxes have been classified on the consolidated balance sheets as follows, dollars in thousands: | |||||||||
As of September 30, | |||||||||
2013 | 2012 | ||||||||
Current assets | $ | 1,114 | 843 | ||||||
Long-term liabilities | (6,877 | ) | (4,144 | ) | |||||
Net deferred tax liabilities | $ | (5,763 | ) | (3,301 | ) | ||||
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows, dollars in thousands: | |||||||||
As of September 30, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets | |||||||||
Capital and financing lease obligations | $ | 7,553 | 2,052 | ||||||
Goodwill and BVC related intangibles | 3,209 | 3,377 | |||||||
Leasehold incentives | 2,179 | 1,978 | |||||||
Deferred rent | 1,803 | 1,344 | |||||||
Trademarks | 1,024 | 998 | |||||||
Accrued employee benefits | 728 | 515 | |||||||
Other | 386 | 329 | |||||||
Intangible assets - other | 80 | 88 | |||||||
Gross deferred tax assets | 16,962 | 10,681 | |||||||
Deferred tax liabilities | |||||||||
Property and equipment | (20,497 | ) | (11,960 | ) | |||||
Leasehold improvements | (2,228 | ) | (2,012 | ) | |||||
Favorable operating lease | — | (10 | ) | ||||||
Gross deferred tax liabilities | (22,725 | ) | (13,982 | ) | |||||
Net deferred tax liabilities | $ | (5,763 | ) | (3,301 | ) | ||||
Prior to the purchase of the noncontrolling interest in BVC in connection with the IPO (see Note 2), BVC was treated as a partnership under the Internal Revenue Code and similar state statutes; therefore, no provision or liability for federal or state income taxes related to the noncontrolling interest in BVC was included in the consolidated financial statements for the years ended September 30, 2012 and prior. The deferred tax amounts for the Company’s book versus tax basis in its 55% interest of BVC was reflected in the consolidated tax provision as outside basis in BVC for the year ended September 30, 2012, prior to acquisition and for the years ended September 30, 2011 and prior. Following the purchase of the noncontrolling interest in BVC, income from BVC is treated as taxable income to the Company and included in the provision for federal and state income taxes. As a result of the acquisition of the remaining noncontrolling interest, the Company is entitled to tax deductions to the extent of any step up in tax basis on the assets of BVC, limited to the cash consideration paid. Additionally, for tax purposes, in the year ended September 30, 2012, the Company recorded the noncontrolling interest purchase by stepping up acquired fixed asset balances by approximately $0.8 million to reflect fair market value and recorded additional intangibles of approximately $9.2 million. Accordingly, the tax basis in excess of book basis at the date of purchase resulted in deferred tax assets of approximately $3.6 million. | |||||||||
The Company believes that it is more likely than not that it will fully realize all deferred tax assets in the form of future deductions based on the nature of the deductible temporary differences and expected future taxable income. | |||||||||
As of September 30, 2013 and 2012, the Company had approximately $0.1 million and $0.2 million, respectively, in tax effected operating loss carryforwards related to state income taxes. The Company utilized less than $0.1 million in tax effected state income tax carryforwards in the year ended September 30, 2012, and will utilize less than $0.1 million in tax effected state income tax carryforwards in the year ended September 30, 2013. | |||||||||
The Company files income tax returns with federal, state and local tax authorities. With limited exceptions, the Company is no longer subject to federal income tax examinations for fiscal years 2011 and prior and is no longer subject to state and local income tax examinations for fiscal years 2008 and prior. | |||||||||
The American Taxpayer Relief Act of 2012 was enacted in January 2013. The impact of the new law has been recognized in the period of enactment. The primary impact affecting the Company is the extension of the 50% bonus depreciation on qualifying assets and the special 15 year depreciation life for qualified leasehold property and qualified retail improvement property for property acquired from January 1, 2013 through December 31, 2013. The Company may also benefit from the American Taxpayer Relief Act of 2012 and by the extension of the Work Opportunity Tax Credit through December 31, 2013. |
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Sep. 30, 2013 | |
Defined Contribution Plan | ' |
Defined Contribution Plan | ' |
18. Defined Contribution Plan | |
The Company has a defined contribution retirement plan (the Retirement Plan) covering substantially all employees who meet certain eligibility requirements as to age and length of service. The Retirement Plan incorporates the salary deferral provisions of Section 401(k) of the Internal Revenue Code. Employees may defer up to the annual maximum limit prescribed by the Internal Revenue Code. The Company, on a discretionary basis, matches 25% of participant contributions up to a maximum annual employer match of $2,500. The Company’s matching contribution included in administrative expenses was approximately $0.4 million, $0.3 million and $0.3 million for the years ended September 30, 2013, 2012 and 2011, respectively. | |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Segment Reporting | ' | |||||||
Segment Reporting | ' | |||||||
19. Segment Reporting | ||||||||
The Company has one reporting segment, natural and organic retail stores. The Company’s revenues are derived from the sale of natural and organic products at its stores. All existing operations are domestic. | ||||||||
Sales from the Company’s natural and organic retail stores are derived from sales of the following products which are presented as a percentage of sales for the years ended September 30, 2013, 2012 and 2011 as follows: | ||||||||
As of September 30, | ||||||||
2013 | 2012 | 2011 | ||||||
Grocery | 65.2 | % | 62.7 | 59.8 | ||||
Dietary supplements | 24.8 | 27 | 29.3 | |||||
Other | 10 | 10.3 | 10.9 | |||||
100 | % | 100 | 100 |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | ||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | ||||||||||
20. Selected Quarterly Financial Data (Unaudited) | |||||||||||
The summarized quarterly financial data presented below reflect all adjustments, which in the opinion of management, are of a normal and recurring nature necessary to present fairly the results of operations for the periods presented. | |||||||||||
Summarized unaudited quarterly financial data for fiscal year is as follows, dollars in thousands, except per share data: | |||||||||||
Three months ended | |||||||||||
Fiscal Year Ended September 30, 2013 | December 31, | March 31, | June 30, | September 30, | |||||||
2012 | 2013 | 2013 | 2013 | ||||||||
Net sales | $ | 95,831 | 106,485 | 113,164 | 115,175 | ||||||
Cost of goods sold and occupancy costs | 67,994 | 74,668 | 80,571 | 81,689 | |||||||
Gross profit | 27,837 | 31,817 | 32,593 | 33,486 | |||||||
Store expenses | 20,203 | 22,163 | 23,181 | 24,388 | |||||||
Administrative expenses | 3,326 | 3,342 | 3,242 | 3,569 | |||||||
Pre-opening and relocation expenses | 519 | 796 | 961 | 955 | |||||||
Operating income | 3,789 | 5,516 | 5,209 | 4,574 | |||||||
Other income (expense): | |||||||||||
Dividends and interest income | 2 | 2 | 3 | 2 | |||||||
Interest expense | (255 | ) | (401 | ) | (610 | ) | (900 | ) | |||
Total other expense | (253 | ) | (399 | ) | (607 | ) | (898 | ) | |||
Income before income taxes | 3,536 | 5,117 | 4,602 | 3,676 | |||||||
Provision for income taxes | (1,315 | ) | (1,900 | ) | (1,716 | ) | (1,448 | ) | |||
Net income | 2,221 | 3,217 | 2,886 | 2,228 | |||||||
Net income attributable to noncontrolling interest | — | — | — | — | |||||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 2,221 | 3,217 | 2,886 | 2,228 | ||||||
Basic earnings per share(1) | $ | 0.1 | 0.14 | 0.13 | 0.1 | ||||||
Diluted earnings per share(1) | 0.1 | 0.14 | 0.13 | 0.1 | |||||||
Three months ended | |||||||||||
Fiscal Year Ended September 30, 2012 | December 31, | March 31, | June 30, | September 30, | |||||||
2011 | 2012 | 2012 | 2012 | ||||||||
Net sales | $ | 74,839 | 84,907 | 86,707 | 89,932 | ||||||
Cost of goods sold and occupancy costs | 53,240 | 59,223 | 61,307 | 63,558 | |||||||
Gross profit | 21,599 | 25,684 | 25,400 | 26,374 | |||||||
Store expenses | 16,440 | 18,028 | 18,199 | 19,490 | |||||||
Administrative expenses | 2,712 | 2,813 | 2,760 | 4,448 | |||||||
Pre-opening and relocation expenses | 427 | 427 | 458 | 861 | |||||||
Operating income | 2,020 | 4,416 | 3,983 | 1,575 | |||||||
Other income (expense): | |||||||||||
Dividends and interest income | 1 | 3 | 1 | 1 | |||||||
Interest expense | (175 | ) | (155 | ) | (144 | ) | (94 | ) | |||
Total other expense | (174 | ) | (152 | ) | (143 | ) | (93 | ) | |||
Income before income taxes | 1,846 | 4,264 | 3,840 | 1,482 | |||||||
Provision for income taxes | (586 | ) | (1,487 | ) | (1,300 | ) | (582 | ) | |||
Net income | 1,260 | 2,777 | 2,540 | 900 | |||||||
Net (income) loss attributable to noncontrolling interest | (270 | ) | (292 | ) | (339 | ) | 73 | ||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 990 | 2,485 | 2,201 | 973 | ||||||
Basic earnings per share | $ | 0.04 | 0.11 | 0.1 | 0.04 | ||||||
Diluted earnings per share | 0.04 | 0.11 | 0.1 | 0.04 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
21. Commitments and Contingencies | |
Self-Insurance | |
The Company is self-insured for claims under its health benefit plans, subject to a stop loss policy. The self-insurance liability related to claims under the Company’s health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of payroll and employee related expenses in accrued expenses. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors and other actuarial assumptions. While the Company believes that its assumptions are appropriate, the estimated accrual for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. | |
Legal | |
The Company is periodically involved in various legal proceedings that are incidental to the conduct of its business, including but not limited to employment discrimination claims, customer injury claims and investigations. When the potential liability from a matter can be estimated and the loss is considered probable, the Company records the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations and claims, the ultimate outcome may differ from the estimates. Although the Company cannot predict with certainty the ultimate resolution of any lawsuits, investigations and claims asserted against it, management does not believe any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, prospects, financial condition, cash flows or results of operations. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
22. Subsequent Events | |
Effective December 12, 2013, the Company entered into an amended and restated credit agreement that, among other things, extends the maturity date of the Company’s existing revolving credit facility by three years to January 31, 2017, provides the Company with the right to request the issuance of letters of credit, allows the Company to increase the amount available under the revolving credit facility, which continues to be $15.0 million, up to an additional amount that may not exceed $10.0 million by obtaining an additional commitment or commitments, and eliminates a requirement for a consolidated EBITDA to revenue ratio. | |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Sep. 30, 2013 | ||||
Basis of Presentation and Summary of Significant Accounting Policies | ' | |||
Principles of Consolidation | ' | |||
Principles of Consolidation | ||||
The holding company was incorporated in Delaware on April 9, 2012. The accompanying consolidated financial statements include all the accounts of the Company’s wholly owned subsidiaries, Vitamin Cottage Natural Food Markets, Inc. (the operating company), Vitamin Cottage Two Ltd. Liability Company (VC2), Natural Systems, LLC and Boulder Vitamin Cottage Group, LLC (BVC). The operating company formed the holding company in order to facilitate the purchase of the remaining noncontrolling interest in BVC and consummation of the Company’s initial public offering (IPO) during fiscal year 2012. Prior to the Company’s IPO on July 25, 2012, the Company had a majority 55% ownership of BVC. Prior to the settlement of the IPO, the Company issued 670,056 shares of stock in the holding company and paid approximately $10.1 million in cash to purchase the remaining 45% noncontrolling interest in BVC. Prior to the merger, BVC owned five Natural Grocers by Vitamin Cottage retail stores, which were managed by the operating company. Effective October 31, 2012, BVC merged with and into the operating company and ceased to exist. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||
Initial Public Offering | ' | |||
Initial Public Offering | ||||
The holding company was incorporated in anticipation of the Company’s IPO. Prior to the IPO, the holding company was a wholly owned subsidiary of the operating company. In connection with the Company’s IPO during the fourth quarter of fiscal year 2012, the Company completed a reorganization in which a) the existing shareholders of the operating company exchanged capital stock of the operating company for shares of common stock of the holding company and b) the operating company purchased the remaining 45% noncontrolling interest in BVC for a combination of cash and common stock of the holding company as described above. The holding company’s only material asset is its direct 100% ownership in the operating company. On July 25, 2012, the Company issued 4,167,367 shares to the public. Simultaneously with the IPO, certain selling shareholders sold 4,046,918 shares to the public resulting in no additional proceeds to the Company. The total number of shares issued in the IPO was 8,214,285. | ||||
Based on the public offering price of $15.00, the Company received gross proceeds from the issuance of 4,167,367 shares issued to the public in the IPO of approximately $62.5 million, and paid underwriting costs of 7%, or approximately $4.4 million, for net proceeds of approximately $58.1 million. The Company also incurred issuance costs of approximately $2.7 million. | ||||
The Company accounted for the acquisition of the BVC noncontrolling interest, as described above, as an equity transaction. Since the transaction was treated as an equity transaction, the transaction costs were also reflected as a reduction of equity and a financing activity in the statement of cash flows for the year ended September 30, 2012. The Company recorded the issuance of the 670,056 shares in common stock at par value, reduced cash and cash equivalents by approximately $10.1 million, eliminated approximately $1.5 million in noncontrolling interest on the balance sheet as of September 30, 2012, and recorded the remaining amount as additional paid in capital. As a result of the acquisition of the remaining noncontrolling interest, the Company was entitled to tax deductions to the extent of any step up in tax basis on the assets of BVC, limited to the cash consideration paid. Accordingly, the tax basis in excess of book basis at the date of purchase resulted in deferred tax assets of approximately $3.6 million as of September 30, 2012. | ||||
As of September 30, 2012, the Company used approximately $39.2 million of the net proceeds from the IPO to pay down all outstanding amounts under the credit facility of approximately $26.4 million, pay the cash portion of the BVC purchase of approximately $10.1 million, pay expenses associated with the IPO of approximately $2.4 million, and pay the cash portion of restricted stock awards of approximately $0.3 million. For the year ended September 30, 2013, the Company used approximately $0.3 million of the proceeds to pay the remaining issuance costs associated with the IPO, and the remaining proceeds from the IPO of approximately $18.6 million were used to fund working capital and for general corporate purposes. | ||||
Use of Estimates | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management reviews its estimates on an ongoing basis, including those related to allowances for self-insurance reserves, valuation of inventories, useful lives for depreciation and amortization of property and equipment, valuation allowances for deferred tax assets and liabilities and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. | ||||
Segment Information | ' | |||
Segment Information | ||||
The Company has one reporting segment, natural and organic retail stores. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting, establishes standards for reporting information about a company’s operating segments. | ||||
Cash and Cash Equivalents | ' | |||
Cash and Cash Equivalents | ||||
Cash and cash equivalents include currency on hand, demand deposits with banks, money market funds and credit and debit card transactions which typically settle within three business days of year end. The Company considers all highly liquid investments with a remaining maturity of 90 days or less when acquired to be cash equivalents. | ||||
Restricted Cash | ' | |||
Restricted Cash | ||||
Restricted cash totals $0.5 million as of September 30, 2013 and represents cash that was pledged in the second quarter 2013 as collateral for a standby letter of credit related to the Company’s workers’ compensation insurance. The Company elected to pledge this cash as collateral for the letter of credit to reduce cost associated with its workers’ compensation insurance. There was no restricted cash balance as of September 30, 2012. | ||||
Investments | ' | |||
Investments | ||||
Available-for-sale investments are recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are excluded from earnings and are reported as a separate component of stockholders’ equity until realized. A decline in the fair value of any available-for-sale security below cost that is deemed to be other-than-temporary for a period greater than two fiscal quarters results in a reduction of the fair value. Declines in fair value deemed to be other-than-temporary are charged against net earnings. Investments that have an original maturity date of less than one year are classified as short-term assets, and investments that have an original maturity date greater than one year are classified as long-term assets. | ||||
Accounts Receivable | ' | |||
Accounts Receivable | ||||
Accounts receivable consists primarily of receivables from vendors for certain promotional programs, newsletter advertising and other miscellaneous receivables and are presented net of any allowances for doubtful accounts. Vendor receivable balances are generally presented on a gross basis separate from any related payable due. The Company evaluates the ability to collect the receivables and believes the amounts appearing on the consolidated balance sheets to be fully collectible as of September 30, 2013 and 2012. Accordingly, no allowance for doubtful accounts has been recorded for the years ended September 30, 2013, 2012 and 2011. | ||||
Concentration of Credit Risk | ' | |||
Concentration of Credit Risk | ||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of investments in cash and cash equivalents, accounts receivable and investments in available-for-sale securities. The Company’s cash and cash equivalent account balances, which are held in major financial institutions, exceeded the Federal Deposit Insurance Corporation’s federally insured limits by approximately $4.2 million as of September 30, 2013. | ||||
Vendor Concentration | ' | |||
Vendor Concentration | ||||
For the years ended September 30, 2013, 2012 and 2011, purchases from the Company’s largest vendor and one of its subsidiaries represented approximately 55%, 53% and 53% of all product purchases made during the respective periods. However, the Company believes that, if necessary, alternate vendors could supply similar products in adequate quantities to avoid material disruption to operations. | ||||
Merchandise Inventory | ' | |||
Merchandise Inventory | ||||
Merchandise inventory consists of goods held for sale. The cost of inventory includes certain costs associated with the preparation of inventory for sale including inventory overhead costs. Merchandise inventory is carried at the lower of cost or market. Cost is determined using the weighted average cost method. | ||||
Property and Equipment | ' | |||
Property and Equipment | ||||
Property and equipment is stated at historical cost less accumulated depreciation. In accordance with FASB ASC Topic 835, Interest, the Company capitalizes interest, if applicable, as part of the historical costs of leasehold improvements. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets. | ||||
Useful lives | ||||
(in years) | ||||
Land improvements | 5 – 15 | |||
Leasehold and building improvements | 2 – 20 | |||
Capitalized real estate leases for build-to-suit stores | 40 | |||
Capitalized real estate leases | 15 | |||
Fixtures and equipment | 5 – 7 | |||
Computer hardware and software | 3 – 5 | |||
For land improvements and leasehold and building improvements, depreciation is recorded over the shorter of the assets’ useful lives or the lease terms. Maintenance, repairs and renewals that neither add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains and losses on disposition of property and equipment are included in store expenses in the year of disposition, and primarily relate to store relocations. | ||||
The Company capitalizes certain costs incurred with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment in the consolidated balance sheets and are amortized over the estimated useful lives of the software. Software costs that do not meet capitalization criteria are expensed as incurred. | ||||
Fair Value of Financial Instruments | ' | |||
Fair Value of Financial Instruments | ||||
The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in authoritative guidance. The framework establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The three levels are defined as follows: | ||||
Level 1— | Inputs are unadjusted quoted prices for identical assets or liabilities in active markets; | |||
Level 2— | Inputs include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and | |||
Level 3— | Inputs are unobservable and are considered significant to the fair value measurement. | |||
Transfers between levels of the fair value hierarchy are deemed to have occurred as of the date of the event or transfer. | ||||
Goodwill and Intangible Assets | ' | |||
Goodwill and Intangible Assets | ||||
Intangible assets primarily consist of goodwill, trademarks, favorable operating leases and covenants-not-to-compete. Goodwill and the Vitamin Cottage® trademark have indefinite lives and are not amortized; rather, they are tested for impairment at least annually. Intangible assets with definite lives are amortized over their estimated useful lives. The Company evaluates the reasonableness of the useful lives of these intangibles at least annually. | ||||
In accordance with ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350); Testing Goodwill for Impairment, goodwill is reviewed for impairment at least annually. The Company’s annual impairment testing is performed as of September 30. In performing the Company’s analysis of goodwill, the Company first evaluates qualitative factors, including relevant events and circumstances, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step impairment test is not necessary. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform the two-step impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. Thus far, the Company has recorded no impairment charges related to goodwill. | ||||
Impairment of Intangible and Long-Lived Assets | ' | |||
Impairment of Intangible and Long-Lived Assets | ||||
Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company aggregates long-lived assets at the store level which the Company considers to be the lowest level in the organization for which independent identifiable cash flows are available. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that store to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. The Company considers factors such as historic and forecasted operating results, trends and future prospects, current market value, significant industry trends and other economic and regulatory factors in performing these analyses. Thus far, the Company has recorded no impairment charges related to intangible or long-lived assets. | ||||
Deferred Financing Costs | ' | |||
Deferred Financing Costs | ||||
Certain costs incurred with borrowings or establishment of credit facilities are deferred. These costs are amortized over the life of the borrowing or the life of the credit facility using the effective interest method. | ||||
Leases | ' | |||
Leases | ||||
The Company leases retail stores, a bulk food repackaging facility and distribution center and administrative offices under long-term operating or capital and financing leases. These leases include scheduled increases in minimum rents and renewal provisions at the option of the Company. The lease term for accounting purposes commences with the date the Company takes possession of the space and ends on the later of the primary lease term or the expiration of any renewal periods that are deemed to be reasonably assured at the inception of the lease. | ||||
Operating leases | ||||
The Company accounts for operating leases with rent holidays and escalating payment terms by recognizing the associated expense on a straight-line basis over the lease term. For certain leases, the Company has also received cash from landlords to compensate for costs incurred by the Company in making the store locations ready for operation (leasehold incentives or tenant allowances). Leasehold incentives received from a landlord are deferred and recognized on a straight-line basis as a reduction to rent expense over the lease term. | ||||
Capital financing leases | ||||
From time to time, the Company enters into leases with developers for build-to-suit store locations. Upon lease execution, the Company analyzes its involvement during the construction period with respect to ASC Topic 840, Leases. As a result of defined forms of lessee involvement, the Company could be deemed the “owner” for accounting purposes during the construction period, and may be required to capitalize the project costs on its balance sheet. If the project costs are capitalized, the Company performs a sale-leaseback analysis upon completion of the construction, pursuant to ASC Topic 840, Leases, to determine if the Company can remove the assets from its balance sheet. If the asset cannot be removed from the balance sheet, the fair market value of the building remains recognized as an asset on the balance sheet, along with a corresponding capital lease financing obligation equal to the fair market value of the building less any amount the Company contributed towards construction. The Company does not record rent expense for the rental payments under capital financing leases, but rather rental payments under the capital financing lease obligations are recognized as a reduction of the capital lease financing obligation and as interest expense. The capital lease asset is depreciated on a straight line basis over a 40 year life for buildings and an indefinite life for land. | ||||
Capital leases | ||||
Also from time to time, the Company enters into leases that per ASC Topic 840, Leases, are deemed to be capital leases. On these leases, the Company capitalizes the present value of the minimum lease payments and records a corresponding capital lease obligation. The Company does not record rent expense for the rental payments under capital leases, but rather rental payments under the capital lease obligations are recognized as a reduction of the capital lease obligation and as interest expense. The capital lease asset is depreciated on a straight line basis over the term of the related lease. | ||||
Self-Insurance | ' | |||
Self-Insurance | ||||
The Company is self-insured for certain losses relating to employee medical, dental benefits and workers compensation. Stop-loss coverage has been purchased to limit exposure to any significant level of claims. Self-insured losses are accrued based upon the Company’s estimates of the aggregate claims incurred but not reported using historical experience. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from historical trends. | ||||
Revenue Recognition | ' | |||
Revenue Recognition | ||||
Revenue is recognized at the point of sale, net of in-house coupons, discounts, returns and allowances. Sales taxes are not included in sales. The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction. The Company records a deferred revenue liability within accrued expenses when it sells the Company’s gift cards or issues gift cards to employees or for loyalty, award or promotional purposes, and records a sale when a customer redeems the gift card. Generally, the gift cards do not expire. The Company currently does not record breakage for unused portions of gift cards. | ||||
Cost of Goods Sold and Occupancy Costs | ' | |||
Cost of Goods Sold and Occupancy Costs | ||||
Cost of goods sold and occupancy costs includes the cost of inventory sold during the period net of discounts and allowances, as well as, distribution, shipping and handling costs, store occupancy costs and costs of the bulk food repackaging facility and distribution center. The amount shown is net of various rebates from third-party vendors in the form of quantity discounts and payments. Vendor consideration associated with product discounts is recorded as either a reduction of merchandise inventory or cost of goods sold. Store occupancy costs include rent, common area maintenance and real estate taxes. Store occupancy costs do not include any rent amounts for the store leases classified as capital and financing lease obligations (see Note 13). | ||||
Store Expenses | ' | |||
Store Expenses | ||||
Store expenses consist of store-level expenses such as salaries, benefits and share-based compensation, supplies, utilities, depreciation, gain or loss on disposal of assets and other related costs associated with operations support. Store expenses also include purchasing support services and advertising and marketing costs. | ||||
Administrative Expenses | ' | |||
Administrative Expenses | ||||
Administrative expenses consist of salaries, benefits and share-based compensation, occupancy costs, depreciation, office supplies, hardware and software expenses, professional services expenses and other general and administrative expenses. | ||||
Pre-Opening and Relocation Expenses | ' | |||
Pre-Opening and Relocation Expenses | ||||
Costs associated with the opening of new stores or relocating existing stores are expensed as incurred. | ||||
Advertising and Marketing | ' | |||
Advertising and Marketing | ||||
Advertising and marketing costs are expensed as incurred and are included in store expenses and pre-opening and relocation expenses in the consolidated statements of income. Total advertising and marketing expenses for the years ended September 30, 2013, 2012 and 2011 were approximately $6.2 million, $5.1 million and $5.4 million, respectively, net of vendor reimbursements received for newsletter advertising. Advertising expense reimbursements received from vendors totaled approximately $1.5 million, $1.3 million and $1.1 million for the years ended September 30, 2013, 2012 and 2011, respectively. | ||||
Share-Based Compensation | ' | |||
Share-Based Compensation | ||||
The Company adopted an Omnibus Incentive Plan in connection with the IPO on July 25, 2012. Restricted common stock units are granted at the market price of the stock on the day of grant and expensed over the applicable vesting period. | ||||
The excess tax benefits for recognized compensation costs are reported as a credit to additional-paid-in capital and as operating cash outflows, but only when such excess tax benefits are realized by a reduction to current taxes payable. | ||||
Income Taxes | ' | |||
Income Taxes | ||||
The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of the Company’s assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which the Company operates. | ||||
The Company considers the need to establish valuation allowances to reduce deferred income tax assets to the amounts the Company believes are more likely than not to be recovered. | ||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. In addition, the Company is subject to periodic audits and examinations by the Internal Revenue Service (IRS) and other state and local taxing authorities. | ||||
Any interest or penalties incurred related to income taxes are expensed as incurred and treated as permanent differences for tax purposes. | ||||
Noncontrolling Interest in Consolidated Financial Statements | ' | |||
Noncontrolling Interest in Consolidated Financial Statements | ||||
Prior to the Company’s IPO on July 25, 2012, the Company had a majority 55% ownership of BVC which owned five Natural Grocers by Vitamin Cottage retail stores managed by the operating company. Immediately prior to the IPO, the Company issued common stock and paid cash to purchase the remaining 45% noncontrolling interest in BVC. Noncontrolling interest in the Company’s consolidated financial statements relates to the noncontrolling 45% ownership in BVC prior to the purchase. Net income attributable to noncontrolling interest and net income attributable to the Company are reported separately in the consolidated statements of income and statements of comprehensive income. | ||||
Recent Accounting Pronouncements | ' | |||
Recent Accounting Pronouncements | ||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU No. 2013-02 supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in both ASU No. 2011-12 and 2011-05. ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This update is effective for the Company beginning in the first quarter of fiscal year 2014. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements. | ||||
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||
Sep. 30, 2013 | ||||
Basis of Presentation and Summary of Significant Accounting Policies | ' | |||
Schedule of estimated useful lives of the related assets | ' | |||
Useful lives | ||||
(in years) | ||||
Land improvements | 5 – 15 | |||
Leasehold and building improvements | 2 – 20 | |||
Capitalized real estate leases for build-to-suit stores | 40 | |||
Capitalized real estate leases | 15 | |||
Fixtures and equipment | 5 – 7 | |||
Computer hardware and software | 3 – 5 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share | ' | ||||||||
Schedule of basic and diluted earnings per share | ' | ||||||||
Presented below is basic and diluted earnings per share for the years ended September 30, 2013, 2012 and 2011, dollars in thousands, except share and per share data: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 10,552 | 6,649 | 3,504 | |||||
Weighted average common shares outstanding | 22,399,346 | 22,372,184 | 22,372,184 | ||||||
Effect of dilutive securities | 42,036 | 90,909 | 89,221 | ||||||
Weighted average common shares outstanding including effect of dilutive securities | 22,441,382 | 22,463,093 | 22,461,405 | ||||||
Basic earnings per share | $ | 0.47 | 0.3 | 0.16 | |||||
Diluted earnings per share | $ | 0.47 | 0.3 | 0.16 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Schedule of financial assets and liabilities subject to fair value measurements | ' | ||||||||||||
As of September 30, 2013 and 2012, the Company had the following financial assets and liabilities that were subject to fair value measurements according to the fair value hierarchy, dollars in thousands: | |||||||||||||
As of September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Input | Carrying | Fair Value | Carrying | Fair Value | |||||||||
Level | Amount | Amount | |||||||||||
Cash and cash equivalents: | |||||||||||||
Money market fund | 1 | $ | 501 | 501 | 246 | 246 | |||||||
Investments — available-for-sale securities: | |||||||||||||
Certificates of deposit | 2 | 585 | 585 | 979 | 979 | ||||||||
Corporate bonds | 2 | 376 | 376 | 485 | 485 | ||||||||
Municipal bonds | 2 | 188 | 188 | 288 | 288 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property and Equipment | ' | ||||||||
Schedule of property and equipment, net | ' | ||||||||
The Company had the following property and equipment balances as of September 30, 2013 and 2012, dollars in thousands: | |||||||||
Useful lives | As of September 30, | ||||||||
(in years) | 2013 | 2012 | |||||||
Construction in process | n/a | $ | 5,421 | 3,642 | |||||
Capitalized real estate leases for build-to-suit stores, including unamortized land of $617 and $600, respectively | 40 | 15,774 | 5,205 | ||||||
Capitalized real estate leases | 15 | 4,866 | — | ||||||
Land improvements | 15-May | 1,000 | 832 | ||||||
Leasehold and building improvements | 20-Feb | 59,058 | 45,438 | ||||||
Fixtures and equipment | 7-May | 56,459 | 41,830 | ||||||
Computer hardware and software | 5-Mar | 8,252 | 6,697 | ||||||
150,830 | 103,644 | ||||||||
Less accumulated depreciation and amortization | (51,920 | ) | (39,041 | ) | |||||
Property and equipment, net | $ | 98,910 | 64,603 | ||||||
Schedule of depreciation and amortization expense | ' | ||||||||
Depreciation and amortization expense for the years ended September 30, 2013, 2012 and 2011 is summarized as follows, dollars in thousands: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Depreciation and amortization expense included in cost of goods sold and occupancy costs | $ | 709 | 436 | 449 | |||||
Depreciation and amortization expense included in store expenses | 12,365 | 8,710 | 6,403 | ||||||
Depreciation and amortization expense included in administrative expenses | 422 | 803 | 839 | ||||||
Total depreciation and amortization expense | $ | 13,496 | 9,949 | 7,691 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
Summary of goodwill and other intangible assets | ' | ||||||||
Goodwill and other intangible assets as of September 30, 2013 and 2012, are summarized as follows, dollars in thousands: | |||||||||
Useful lives | As of September 30, | ||||||||
(in years) | 2013 | 2012 | |||||||
Amortizable intangible assets: | |||||||||
Covenants-not-to-compete | 5 | $ | 293 | 293 | |||||
Favorable operating lease | 5 | 339 | 339 | ||||||
Other intangibles | 0.5 | 22 | 22 | ||||||
Amortized intangible assets | 654 | 654 | |||||||
Less accumulated amortization | (654 | ) | (627 | ) | |||||
Amortized intangible assets, net | — | 27 | |||||||
Trademark | Indefinite | 389 | 389 | ||||||
Total other intangibles, net | 389 | 416 | |||||||
Goodwill | Indefinite | 511 | 511 | ||||||
Total goodwill and other intangibles, net | $ | 900 | 927 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Accrued Expenses | ' | ||||||
Schedule of composition of accrued expenses | ' | ||||||
The composition of accrued expenses as of September 30, 2013 and 2012, are summarized as follows, dollars in thousands: | |||||||
As of September 30, | |||||||
2013 | 2012 | ||||||
Payroll and employee-related expenses | $ | 5,247 | 4,413 | ||||
Accrued income, property, sales and use tax payable | 2,686 | 2,197 | |||||
Deferred revenue related to gift card sales | 625 | 556 | |||||
Other | 748 | 617 | |||||
Total accrued expenses | $ | 9,306 | 7,783 |
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Lease Commitments | ' | ||||||||||||
Schedule of future minimum annual commitments under the operating leases | ' | ||||||||||||
The future minimum annual commitments under the terms of the Company’s operating leases having initial or remaining terms in excess of one year as of September 30, 2013 are as follows, dollars in thousands: | |||||||||||||
Third | Related | Total Operating | |||||||||||
parties | parties | Leases | |||||||||||
2014 | $ | 15,110 | 1,650 | 16,760 | |||||||||
2015 | 16,578 | 1,654 | 18,232 | ||||||||||
2016 | 16,326 | 1,633 | 17,959 | ||||||||||
2017 | 15,883 | 1,635 | 17,518 | ||||||||||
2018 | 15,784 | 1,635 | 17,419 | ||||||||||
Thereafter | 108,861 | 12,117 | 120,978 | ||||||||||
$ | 188,542 | 20,324 | 208,866 | ||||||||||
Capital and financing lease obligations | ' | ||||||||||||
Capital and Financing Lease Obligations | ' | ||||||||||||
Schedule of capital and financing lease obligations | ' | ||||||||||||
Capital and financing lease obligations as of September 30, 2013 and 2012, are as follows, dollars in thousands: | |||||||||||||
As of September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Capital lease finance obligations, due in monthly installments through fiscal year 2028 and 2027, respectively | $ | 13,746 | 4,181 | ||||||||||
Capital lease obligations due in monthly installments through fiscal year 2028 | 4,792 | — | |||||||||||
Capital lease finance obligation for assets under construction, due in monthly installments through fiscal year 2028 and 2027, respectively | 1,284 | 1,345 | |||||||||||
Total capital and financing lease obligations | 19,822 | 5,526 | |||||||||||
Less current portion | (174 | ) | (12 | ) | |||||||||
Total capital and financing lease obligations, net of current portion | $ | 19,648 | 5,514 | ||||||||||
Opened stores included in capitalized lease finance obligations and capital lease obligations | Capital and financing lease obligations | ' | ||||||||||||
Capital and Financing Lease Obligations | ' | ||||||||||||
Schedule of future payments under the terms of the leases | ' | ||||||||||||
Future payments under the terms of the leases for opened stores included in capital lease finance obligations and capital lease obligations as of September 30, 2013 are as follows, dollars in thousands: | |||||||||||||
Interest | Principal | Interest | Payments on | Total future | |||||||||
expense on | payments on | expense on | capital lease | payments on | |||||||||
capital lease | capital lease | capital lease | obligations | capital lease | |||||||||
finance | finance | obligations | finance and capital | ||||||||||
obligations | obligations | lease obligations | |||||||||||
2014 | $ | 1,979 | 51 | 681 | 120 | 2,831 | |||||||
2015 | 1,971 | 59 | 667 | 134 | 2,831 | ||||||||
2016 | 1,961 | 69 | 650 | 151 | 2,831 | ||||||||
2017 | 1,950 | 79 | 631 | 170 | 2,830 | ||||||||
2018 | 1,938 | 99 | 608 | 192 | 2,837 | ||||||||
Thereafter | 16,386 | 3,402 | 3,597 | 4,025 | 27,410 | ||||||||
$ | 26,185 | 3,759 | 6,834 | 4,792 | 41,570 | ||||||||
Construction in process | Capital lease finance obligation | ' | ||||||||||||
Capital and Financing Lease Obligations | ' | ||||||||||||
Schedule of future payments under the terms of the leases | ' | ||||||||||||
Future payments under the terms of the lease for the store location at which construction was in progress as of September 30, 2013, based on the store opening date in the first quarter of fiscal 2014, is as follows, dollars in thousands: | |||||||||||||
Interest expense on | Payments on | Future | |||||||||||
capital lease | capital lease | payments under terms of | |||||||||||
finance obligation for | finance obligation | capital lease finance | |||||||||||
assets under | for assets under | obligation for assets | |||||||||||
construction | construction | under construction | |||||||||||
2014 | $ | 135 | 3 | 138 | |||||||||
2015 | 134 | 13 | 147 | ||||||||||
2016 | 133 | 14 | 147 | ||||||||||
2017 | 131 | 16 | 147 | ||||||||||
2018 | 129 | 18 | 147 | ||||||||||
Thereafter | 1,132 | 403 | 1,535 | ||||||||||
$ | 1,794 | 467 | 2,261 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Share-Based Compensation | ' | ||||||
Schedule of shares of non-vested restricted stock units | ' | ||||||
Shares | Weighted average | ||||||
grant date fair value | |||||||
Non-vested as of September 30, 2011 | — | $ | — | ||||
Granted | 269,351 | 1.41 | |||||
Forfeited | — | — | |||||
Vested | (178,442 | ) | 1.32 | ||||
Non-vested as of September 30, 2012 | 90,909 | 1.66 | |||||
Granted | 68,911 | 32.87 | |||||
Forfeited | (204 | ) | 34.07 | ||||
Vested | (73,563 | ) | 7.25 | ||||
Non-vested as of September 30, 2013 | 86,053 | 21.8 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Taxes | ' | ||||||||
Schedule of components of the provision for income taxes | ' | ||||||||
The following are the components of the provision for income taxes as of September 30, 2013, 2012 and 2011, respectively, dollars in thousands: | |||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Current federal income tax expense (benefit) | $ | 3,376 | 1,102 | (1,547 | ) | ||||
Current state income tax expense (benefit) | 551 | 180 | (224 | ) | |||||
3,927 | 1,282 | (1,771 | ) | ||||||
Deferred federal income tax | 2,156 | 2,339 | 3,425 | ||||||
Deferred state income tax | 296 | 334 | 513 | ||||||
2,452 | 2,673 | 3,938 | |||||||
Total provision for income taxes | $ | 6,379 | 3,955 | 2,167 | |||||
Schedule of differences between the U.S. federal statutory income tax rate and the Company's effective tax rate | ' | ||||||||
Year ended September 30, | |||||||||
2013 | 2012 | 2011 | |||||||
Statutory tax rate | 34 | % | 34 | 34 | |||||
Nontaxable income attributable to noncontrolling interest | — | (2.7 | ) | (6.2 | ) | ||||
State income taxes, net of federal income tax expense | 3.3 | 3 | 3.4 | ||||||
Other, net | 0.4 | 0.3 | 0.8 | ||||||
Effective tax rate | 37.7 | % | 34.6 | 32 | |||||
Schedule of deferred taxes | ' | ||||||||
Deferred taxes have been classified on the consolidated balance sheets as follows, dollars in thousands: | |||||||||
As of September 30, | |||||||||
2013 | 2012 | ||||||||
Current assets | $ | 1,114 | 843 | ||||||
Long-term liabilities | (6,877 | ) | (4,144 | ) | |||||
Net deferred tax liabilities | $ | (5,763 | ) | (3,301 | ) | ||||
Schedule of tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities | ' | ||||||||
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows, dollars in thousands: | |||||||||
As of September 30, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets | |||||||||
Capital and financing lease obligations | $ | 7,553 | 2,052 | ||||||
Goodwill and BVC related intangibles | 3,209 | 3,377 | |||||||
Leasehold incentives | 2,179 | 1,978 | |||||||
Deferred rent | 1,803 | 1,344 | |||||||
Trademarks | 1,024 | 998 | |||||||
Accrued employee benefits | 728 | 515 | |||||||
Other | 386 | 329 | |||||||
Intangible assets - other | 80 | 88 | |||||||
Gross deferred tax assets | 16,962 | 10,681 | |||||||
Deferred tax liabilities | |||||||||
Property and equipment | (20,497 | ) | (11,960 | ) | |||||
Leasehold improvements | (2,228 | ) | (2,012 | ) | |||||
Favorable operating lease | — | (10 | ) | ||||||
Gross deferred tax liabilities | (22,725 | ) | (13,982 | ) | |||||
Net deferred tax liabilities | $ | (5,763 | ) | (3,301 | ) |
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Segment Reporting | ' | |||||||
Schedule of sales from natural and organic retail stores | ' | |||||||
As of September 30, | ||||||||
2013 | 2012 | 2011 | ||||||
Grocery | 65.2 | % | 62.7 | 59.8 | ||||
Dietary supplements | 24.8 | 27 | 29.3 | |||||
Other | 10 | 10.3 | 10.9 | |||||
100 | % | 100 | 100 |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | ||||||||||
Summary of unaudited quarterly financial data | ' | ||||||||||
Summarized unaudited quarterly financial data for fiscal year is as follows, dollars in thousands, except per share data: | |||||||||||
Three months ended | |||||||||||
Fiscal Year Ended September 30, 2013 | December 31, | March 31, | June 30, | September 30, | |||||||
2012 | 2013 | 2013 | 2013 | ||||||||
Net sales | $ | 95,831 | 106,485 | 113,164 | 115,175 | ||||||
Cost of goods sold and occupancy costs | 67,994 | 74,668 | 80,571 | 81,689 | |||||||
Gross profit | 27,837 | 31,817 | 32,593 | 33,486 | |||||||
Store expenses | 20,203 | 22,163 | 23,181 | 24,388 | |||||||
Administrative expenses | 3,326 | 3,342 | 3,242 | 3,569 | |||||||
Pre-opening and relocation expenses | 519 | 796 | 961 | 955 | |||||||
Operating income | 3,789 | 5,516 | 5,209 | 4,574 | |||||||
Other income (expense): | |||||||||||
Dividends and interest income | 2 | 2 | 3 | 2 | |||||||
Interest expense | (255 | ) | (401 | ) | (610 | ) | (900 | ) | |||
Total other expense | (253 | ) | (399 | ) | (607 | ) | (898 | ) | |||
Income before income taxes | 3,536 | 5,117 | 4,602 | 3,676 | |||||||
Provision for income taxes | (1,315 | ) | (1,900 | ) | (1,716 | ) | (1,448 | ) | |||
Net income | 2,221 | 3,217 | 2,886 | 2,228 | |||||||
Net income attributable to noncontrolling interest | — | — | — | — | |||||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 2,221 | 3,217 | 2,886 | 2,228 | ||||||
Basic earnings per share(1) | $ | 0.1 | 0.14 | 0.13 | 0.1 | ||||||
Diluted earnings per share(1) | 0.1 | 0.14 | 0.13 | 0.1 | |||||||
Three months ended | |||||||||||
Fiscal Year Ended September 30, 2012 | December 31, | March 31, | June 30, | September 30, | |||||||
2011 | 2012 | 2012 | 2012 | ||||||||
Net sales | $ | 74,839 | 84,907 | 86,707 | 89,932 | ||||||
Cost of goods sold and occupancy costs | 53,240 | 59,223 | 61,307 | 63,558 | |||||||
Gross profit | 21,599 | 25,684 | 25,400 | 26,374 | |||||||
Store expenses | 16,440 | 18,028 | 18,199 | 19,490 | |||||||
Administrative expenses | 2,712 | 2,813 | 2,760 | 4,448 | |||||||
Pre-opening and relocation expenses | 427 | 427 | 458 | 861 | |||||||
Operating income | 2,020 | 4,416 | 3,983 | 1,575 | |||||||
Other income (expense): | |||||||||||
Dividends and interest income | 1 | 3 | 1 | 1 | |||||||
Interest expense | (175 | ) | (155 | ) | (144 | ) | (94 | ) | |||
Total other expense | (174 | ) | (152 | ) | (143 | ) | (93 | ) | |||
Income before income taxes | 1,846 | 4,264 | 3,840 | 1,482 | |||||||
Provision for income taxes | (586 | ) | (1,487 | ) | (1,300 | ) | (582 | ) | |||
Net income | 1,260 | 2,777 | 2,540 | 900 | |||||||
Net (income) loss attributable to noncontrolling interest | (270 | ) | (292 | ) | (339 | ) | 73 | ||||
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $ | 990 | 2,485 | 2,201 | 973 | ||||||
Basic earnings per share | $ | 0.04 | 0.11 | 0.1 | 0.04 | ||||||
Diluted earnings per share | 0.04 | 0.11 | 0.1 | 0.04 |
Organization_Details
Organization (Details) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
item | item | item | |
Organization | ' | ' | ' |
Number of retail stores | 72 | 59 | 49 |
Colorado | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 31 | ' | ' |
Texas | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 12 | ' | ' |
Kansas | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 4 | ' | ' |
Montana | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 4 | ' | ' |
New Mexico | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 4 | ' | ' |
Oregon | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 4 | ' | ' |
Arizona | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 3 | ' | ' |
Nebraska | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 3 | ' | ' |
Oklahoma | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 2 | ' | ' |
Wyoming | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 2 | ' | ' |
Idaho | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 1 | ' | ' |
Missouri | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 1 | ' | ' |
Utah | ' | ' | ' |
Organization | ' | ' | ' |
Number of retail stores | 1 | ' | ' |
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | Jul. 23, 2012 |
In Millions, except Share data, unless otherwise specified | item | item | item | BVC | BVC |
item | |||||
Principles of Consolidation | ' | ' | ' | ' | ' |
Majority ownership (as a percent) | ' | ' | ' | 55.00% | ' |
Number of shares of stock issued in the holding company | ' | ' | ' | 670,056 | ' |
Cash paid to purchase remaining noncontrolling interest | ' | ' | ' | $10.10 | ' |
Minority interest (as a percent) | ' | ' | ' | 45.00% | ' |
Number of retail stores owned prior to merger | 72 | 59 | 49 | ' | 5 |
Basis_of_Presentation_and_Summ4
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | Sep. 30, 2013 | Jul. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 25, 2012 | |
BVC | Operating company | IPO | IPO | IPO | Selling shareholders | ||||
Basis of Presentation and Summary of Significant Accounting Policies | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority interest (as a percent) | ' | ' | ' | 45.00% | ' | ' | ' | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | 55.00% | 100.00% | ' | ' | ' | ' |
Number of shares issued to public | ' | ' | ' | ' | ' | 4,167,367 | ' | ' | ' |
Number of shares of stock sold | ' | ' | ' | ' | ' | 8,214,285 | ' | ' | 4,046,918 |
Public offering price (in dollars per share) | ' | ' | ' | ' | ' | $15 | ' | ' | ' |
Gross proceeds from the issuance of shares to the public | ' | ' | ' | ' | ' | $62,500,000 | ' | ' | ' |
Underwriting costs paid (as a percent) | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' |
Underwriting costs paid | ' | 4,376,000 | ' | ' | ' | 4,400,000 | ' | ' | ' |
Net proceeds from the offering | ' | 58,135,000 | ' | ' | ' | 58,100,000 | ' | ' | 0 |
Stock issuance costs | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' |
Issuance of common stock at par value (in shares) | ' | ' | ' | 670,056 | ' | ' | ' | ' | ' |
Reduction in cash and cash equivalents | ' | ' | ' | 10,100,000 | ' | ' | ' | ' | ' |
Noncontrolling interest eliminated | ' | 10,051,000 | ' | 1,500,000 | ' | ' | ' | ' | ' |
Deferred tax assets resulting from step up in tax basis | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' |
Amount of proceeds used for the repayment of outstanding amounts under the credit facility, payments for cash portion of purchase, expenses associated with the IPO and cash portion of restricted stock awards | ' | ' | ' | ' | ' | ' | ' | 39,200,000 | ' |
Repayment of outstanding amounts under the credit facility | 81,000 | 27,236,000 | 500,000 | ' | ' | ' | ' | 26,400,000 | ' |
Payment of cash portion of purchase | ' | 10,051,000 | ' | ' | ' | ' | ' | 10,100,000 | ' |
Payment of expenses associated with the IPO | ' | ' | ' | ' | ' | ' | 300,000 | 2,400,000 | ' |
Payment of cash portion of restricted stock awards | 0 | 335,000 | 0 | ' | ' | ' | ' | 300,000 | ' |
Amount of proceeds used to fund working capital and for general corporate purposes | ' | ' | ' | ' | ' | ' | $18,600,000 | ' | ' |
Basis_of_Presentation_and_Summ5
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Segment Information | ' | ' | ' |
Number of reporting segments | 1 | ' | ' |
Cash and Cash Equivalents | ' | ' | ' |
Number of business days for settlement of credit and debit card transactions from year end | '3 days | ' | ' |
Restricted Cash | ' | ' | ' |
Restricted Cash | 500,000 | 0 | ' |
Investments | ' | ' | ' |
Number of fiscal quarters for which decline in the fair value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction of the fair value | '6 months | ' | ' |
Accounts Receivable | ' | ' | ' |
Allowances for doubtful accounts | 0 | 0 | 0 |
Concentration of Credit Risk | ' | ' | ' |
Balances held in major financial institutions in excess of the Federal Deposit Insurance Corporation federally insured limits | 4,200,000 | ' | ' |
Product purchases | Vendor concentration | Largest vendor and one of its subsidiaries | ' | ' | ' |
Vendor Concentration | ' | ' | ' |
Percentage of purchases | 55.00% | 53.00% | 53.00% |
Basis_of_Presentation_and_Summ6
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Goodwill and Intangible Assets | ' |
Impairment charges | $0 |
Impairment of Intangible and Long-Lived Assets | ' |
Impairment charges related to intangible or long-lived assets | $0 |
Land improvements | Minimum | ' |
Property and equipment | ' |
Useful lives | '5 years |
Land improvements | Maximum | ' |
Property and equipment | ' |
Useful lives | '15 years |
Leasehold and building improvements | Minimum | ' |
Property and equipment | ' |
Useful lives | '2 years |
Leasehold and building improvements | Maximum | ' |
Property and equipment | ' |
Useful lives | '20 years |
Capitalized real estate leases for build to suit stores | ' |
Property and equipment | ' |
Useful lives | '40 years |
Capitalized real estate leases | ' |
Property and equipment | ' |
Useful lives | '15 years |
Fixtures and equipment | Minimum | ' |
Property and equipment | ' |
Useful lives | '5 years |
Fixtures and equipment | Maximum | ' |
Property and equipment | ' |
Useful lives | '7 years |
Computer hardware and software | Minimum | ' |
Property and equipment | ' |
Useful lives | '3 years |
Computer hardware and software | Maximum | ' |
Property and equipment | ' |
Useful lives | '5 years |
Basis_of_Presentation_and_Summ7
Basis of Presentation and Summary of Significant Accounting Policies (Details 5) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Advertising and Marketing | ' | ' | ' |
Total advertising and marketing expenses | $6.20 | $5.10 | $5.40 |
Advertising expense reimbursements received from vendors | $1.50 | $1.30 | $1.10 |
Building | ' | ' | ' |
Leases | ' | ' | ' |
Useful lives | '40 years | ' | ' |
Basis_of_Presentation_and_Summ8
Basis of Presentation and Summary of Significant Accounting Policies (Details 6) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | Jul. 23, 2012 |
item | item | item | BVC | BVC | |
item | |||||
Noncontrolling Interest in Consolidated Financial Statements | ' | ' | ' | ' | ' |
Majority ownership (as a percent) | ' | ' | ' | 55.00% | ' |
Number of retail stores | 72 | 59 | 49 | ' | 5 |
Minority interest (as a percent) | ' | ' | ' | 45.00% | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Basic and Diluted EPS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. (in dollars) | $2,228 | $2,886 | $3,217 | $2,221 | $973 | $2,201 | $2,485 | $990 | $10,552 | $6,649 | $3,504 |
Weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 22,399,346 | 22,372,184 | 22,372,184 |
Effect of dilutive securities (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 42,036 | 90,909 | 89,221 |
Weighted average common shares outstanding including effect of dilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | 22,441,382 | 22,463,093 | 22,461,405 |
Basic earnings per share (in dollars per share) | $0.10 | $0.13 | $0.14 | $0.10 | $0.04 | $0.10 | $0.11 | $0.04 | $0.47 | $0.30 | $0.16 |
Diluted earnings per share (in dollars per share) | $0.10 | $0.13 | $0.14 | $0.10 | $0.04 | $0.10 | $0.11 | $0.04 | $0.47 | $0.30 | $0.16 |
Common stock, authorized shares | 50,000,000 | ' | ' | ' | 50,000,000 | ' | ' | ' | 50,000,000 | 50,000,000 | ' |
Common stock, issued shares | 22,441,253 | ' | ' | ' | 22,372,184 | ' | ' | ' | 22,441,253 | 22,372,184 | ' |
Common stock, outstanding shares | 22,441,253 | ' | ' | ' | 22,372,184 | ' | ' | ' | 22,441,253 | 22,372,184 | ' |
Preferred stock, authorized shares | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Preferred stock, issued shares | 0 | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Preferred stock, outstanding shares | 0 | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Investments_Details
Investments (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Investment Holdings | ' | ' |
Available-for-sale securities, consisting of certificates of deposit, corporate bonds and municipal bonds | $1,100,000 | $1,800,000 |
Available-for-sale securities in net unrealized gain positions | 1,100,000 | ' |
Available-for-sale securities in net unrealized loss positions | ' | 1,800,000 |
Number of securities in gain positions | 5 | 3 |
Number of securities in loss positions | 4 | 9 |
Other than temporary impairment | 0 | 0 |
Cash and cash equivalent | ' | ' |
Investment Holdings | ' | ' |
Money market fund investments | 500,000 | 200,000 |
Short-term | ' | ' |
Investment Holdings | ' | ' |
Available-for-sale securities, consisting of certificates of deposit, corporate bonds and municipal bonds | $1,100,000 | $800,000 |
Maturity period of investments | '5 months | '8 months |
Long-term | ' | ' |
Investment Holdings | ' | ' |
Maturity period of investments | ' | '17 months |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value Measurements | ' | ' |
Available-for-sale securities purchased | $521 | $1,751 |
Proceeds from maturity of available-for-sale securities | 1,010 | 0 |
Proceeds from sale of available-for-sale securities | 90 | 0 |
Transfer from Level 1 to 2 | 0 | 0 |
Transfer from Level 2 to 1 | 0 | 0 |
Level 1 | Carrying Amount | Money market fund | ' | ' |
Fair Value Measurements | ' | ' |
Cash and cash equivalents: | 501 | 246 |
Level 1 | Fair Value | Money market fund | ' | ' |
Fair Value Measurements | ' | ' |
Cash and cash equivalents: | 501 | 246 |
Level 2 | Carrying Amount | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 585 | 979 |
Level 2 | Carrying Amount | Corporate bonds | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 376 | 485 |
Level 2 | Carrying Amount | Municipal bonds | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 188 | 288 |
Level 2 | Fair Value | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 585 | 979 |
Level 2 | Fair Value | Corporate bonds | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 376 | 485 |
Level 2 | Fair Value | Municipal bonds | ' | ' |
Fair Value Measurements | ' | ' |
Investments - available-for-sale securities: | 188 | 288 |
Level 3 | ' | ' |
Fair Value Measurements | ' | ' |
Assets | $0 | $0 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | $150,830,000 | $103,644,000 | ' |
Less accumulated depreciation and amortization | -51,920,000 | -39,041,000 | ' |
Property and Equipment, net | 98,910,000 | 64,603,000 | ' |
Amortization of capitalized internal staff compensation | 300,000 | 500,000 | ' |
Depreciation and amortization | 13,496,000 | 9,949,000 | 7,691,000 |
Cost of goods sold and occupancy costs | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Depreciation and amortization | 709,000 | 436,000 | 449,000 |
Store expenses | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Depreciation and amortization | 12,365,000 | 8,710,000 | 6,403,000 |
Administrative expenses | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Depreciation and amortization | 422,000 | 803,000 | 839,000 |
Construction in process | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 5,421,000 | 3,642,000 | ' |
Capitalized real estate leases for build to suit stores | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '40 years | ' | ' |
Property and Equipment, gross | 15,774,000 | 5,205,000 | ' |
Capitalized real estate leases | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '15 years | ' | ' |
Property and Equipment, gross | 4,866,000 | ' | ' |
Land improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 1,000,000 | 832,000 | ' |
Land improvements | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '5 years | ' | ' |
Land improvements | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '15 years | ' | ' |
Leasehold and building improvements and fixtures and equipment | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Capitalized internal staff compensation | 400,000 | 300,000 | ' |
Leasehold and building improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 59,058,000 | 45,438,000 | ' |
Leasehold and building improvements | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '2 years | ' | ' |
Leasehold and building improvements | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '20 years | ' | ' |
Fixtures and equipment | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 56,459,000 | 41,830,000 | ' |
Fixtures and equipment | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '5 years | ' | ' |
Fixtures and equipment | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '7 years | ' | ' |
Computer hardware and software | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 8,252,000 | 6,697,000 | ' |
Computer hardware and software | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '3 years | ' | ' |
Computer hardware and software | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Useful lives | '5 years | ' | ' |
Unamortized land | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | 617,000 | 600,000 | ' |
Computer software development | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Costs capitalized | 100,000 | 100,000 | ' |
Construction in progress / Build to suit lease in process | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and Equipment, gross | $1,300,000 | $1,900,000 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Maximum | Covenants-not-to-compete | Covenants-not-to-compete | Favorable operating lease | Favorable operating lease | Other intangibles | Other intangibles | ||||
Goodwill and other intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful lives | ' | ' | ' | ' | '5 years | ' | '5 years | ' | '6 months | ' |
Amortized intangible assets | $654,000 | ' | $654,000 | ' | $293,000 | $293,000 | $339,000 | $339,000 | $22,000 | $22,000 |
Less accumulated amortization | -627,000 | ' | -654,000 | ' | ' | ' | ' | ' | ' | ' |
Amortized intangible assets, net | 27,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trademark | 389,000 | ' | 389,000 | ' | ' | ' | ' | ' | ' | ' |
Total other intangibles, net | 416,000 | ' | 389,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 511,000 | ' | 511,000 | ' | ' | ' | ' | ' | ' | ' |
Total goodwill and other intangibles, net | 927,000 | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | 100,000 | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Scheduled amortization expense for the year ended September 30, 2014 | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses | ' | ' |
Payroll and employee-related expenses | $5,247 | $4,413 |
Accrued income, property, sales and use tax payable | 2,686 | 2,197 |
Deferred revenue related to gift card sales | 625 | 556 |
Other | 748 | 617 |
Total accrued expenses | $9,306 | $7,783 |
Deferred_Financing_Costs_Detai
Deferred Financing Costs (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Deferred financing costs | ' | ' | ' |
Deferred financing costs, net of accumulated amortization | $25,000 | $55,000 | ' |
Accumulated amortization | 900,000 | 800,000 | ' |
Total amortization expense for deferred financing costs | 47,000 | 38,000 | 50,000 |
Maximum | ' | ' | ' |
Deferred financing costs | ' | ' | ' |
Deferred financing costs, net of accumulated amortization | 100,000 | ' | ' |
Total amortization expense for deferred financing costs | 100,000 | 100,000 | ' |
Scheduled amortization expense for the year ending September 30, 2014 | $100,000 | ' | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Oct. 31, 2012 | Jul. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Long-Term Debt | ' | ' | ' | ' | ' |
Repayments under credit facility | ' | ' | $81,000 | $27,236,000 | 500,000 |
Gross interest expense | ' | ' | 2,200,000 | 600,000 | 700,000 |
Revolving Credit Facility | ' | ' | ' | ' | ' |
Long-Term Debt | ' | ' | ' | ' | ' |
Maximum borrowing capacity before amendment | 21,000,000 | ' | ' | ' | ' |
Amount available for borrowing | 15,000,000 | ' | ' | ' | ' |
Unused commitment fee (as a percent) | 0.20% | ' | ' | ' | ' |
Unused commitment fee before amendment (as a percent) | 0.38% | ' | ' | ' | ' |
Amount outstanding | ' | ' | 0 | 0 | ' |
Amount drawn | ' | ' | 100,000 | ' | ' |
Period for amount drawn | ' | ' | '1 day | ' | ' |
Repayments under credit facility | ' | 10,600,000 | ' | ' | ' |
Variable rate basis on debt instrument | 'adjusted LIBOR | ' | ' | ' | ' |
Average annual interest rate (as a percent) | ' | ' | 3.30% | 2.54% | 2.38% |
Term Loan | ' | ' | ' | ' | ' |
Long-Term Debt | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | 0 | 0 | ' |
Repayments under credit facility | ' | $15,800,000 | ' | ' | ' |
Average annual interest rate (as a percent) | ' | ' | ' | 2.02% | 2.19% |
Capital and Financing Lease Obligations | ' | ' | ' | ' | ' |
Long-Term Debt | ' | ' | ' | ' | ' |
Number of leases included in capital and financing lease obligations | ' | ' | 9 | ' | ' |
Note_PayableRelated_Party_Deta
Note Payable-Related Party (Details) (Unsecured note payable, USD $) | Sep. 30, 2012 |
In Millions, unless otherwise specified | |
Unsecured note payable | ' |
Notes payable-related party | ' |
Interest rate (as a percent) | 5.33% |
Outstanding balance | $0.30 |
SplitDollar_Life_Insurance_Pre1
Split-Dollar Life Insurance Premiums-Related Party (Details) (Co-trustees of The Philip and Margaret A. Isely Joint Trust Number One, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 01, 1994 | Jun. 14, 2012 |
item | ||
Co-trustees of The Philip and Margaret A. Isely Joint Trust Number One | ' | ' |
Split-Dollar Life Insurance Premiums and Note Receivable-related party | ' | ' |
Number of policies for which semiannual premium is paid by the entity each year | 1 | ' |
Rate of interest receivable on premiums paid (as a percent) | 2.50% | ' |
Outstanding amounts for the premiums paid under the split-dollar life insurance agreement | ' | $0.70 |
Outstanding amounts for the premiums paid and interest accrued per the loan agreement | ' | 0.2 |
Total receivable | ' | $0.90 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Operating leases | ' | ' | ' |
Deferred rent | $4,731,000 | $3,618,000 | ' |
Leasehold incentives | 5,716,000 | 5,328,000 | ' |
Future minimum annual commitments under the terms of operating leases | ' | ' | ' |
2014 | 16,760,000 | ' | ' |
2015 | 18,232,000 | ' | ' |
2016 | 17,959,000 | ' | ' |
2017 | 17,518,000 | ' | ' |
2018 | 17,419,000 | ' | ' |
Thereafter | 120,978,000 | ' | ' |
Total | 208,866,000 | ' | ' |
Total rent expense | 14,800,000 | 12,100,000 | 9,900,000 |
Rental expenses for stores that had not yet opened | 600,000 | 500,000 | 400,000 |
Third parties | ' | ' | ' |
Future minimum annual commitments under the terms of operating leases | ' | ' | ' |
2014 | 15,110,000 | ' | ' |
2015 | 16,578,000 | ' | ' |
2016 | 16,326,000 | ' | ' |
2017 | 15,883,000 | ' | ' |
2018 | 15,784,000 | ' | ' |
Thereafter | 108,861,000 | ' | ' |
Total | 188,542,000 | ' | ' |
Number of sale-leaseback transactions | 1 | ' | ' |
Proceeds from the sale-leaseback transaction | 5,000,000 | ' | ' |
Gain on sale which has been deferred | 200,000 | ' | ' |
Lease term | '15 years | ' | ' |
Related parties | ' | ' | ' |
Operating leases | ' | ' | ' |
Annual lease payments per lease, high end | 300,000 | ' | ' |
Future minimum annual commitments under the terms of operating leases | ' | ' | ' |
2014 | 1,650,000 | ' | ' |
2015 | 1,654,000 | ' | ' |
2016 | 1,633,000 | ' | ' |
2017 | 1,635,000 | ' | ' |
2018 | 1,635,000 | ' | ' |
Thereafter | 12,117,000 | ' | ' |
Total | 20,324,000 | ' | ' |
Maximum | Related parties | ' | ' | ' |
Operating leases | ' | ' | ' |
Annual lease payments per lease, low end | $100,000 | ' | ' |
Chalet | ' | ' | ' |
Operating leases | ' | ' | ' |
Number of properties leased | 7 | ' | ' |
Isely Family Land Trust LLC | ' | ' | ' |
Operating leases | ' | ' | ' |
Number of properties leased | 1 | ' | ' |
3801 East Second Avenue, LLC | ' | ' | ' |
Operating leases | ' | ' | ' |
Number of properties leased | 1 | ' | ' |
Lease_Commitments_Details_2
Lease Commitments (Details 2) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Capital and Financing Lease Obligations | ' | ' |
Amount recorded in property and equipment | $150,830 | $103,644 |
Capitalized real estate leases for build to suit stores | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Amount recorded in property and equipment | 15,774 | 5,205 |
Construction in process | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Amount recorded in property and equipment | 1,300 | 1,900 |
Capital and financing lease obligations | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Total capital and financing lease obligations | 19,822 | 5,526 |
Less current portion | -174 | -12 |
Total capital and financing lease obligations, net of current portion | 19,648 | 5,514 |
Principal payments on capital lease obligations | ' | ' |
Total capital and financing lease obligations | 19,822 | 5,526 |
Capital and financing lease obligations | Capitalized real estate leases for build to suit stores | ' | ' |
Total future payments on capital lease finance and capital lease obligations | ' | ' |
2014 | 2,831 | ' |
2015 | 2,831 | ' |
2016 | 2,831 | ' |
2017 | 2,830 | ' |
2018 | 2,837 | ' |
Thereafter | 27,410 | ' |
Total | 41,570 | ' |
Capital lease finance obligations, due in monthly installments through fiscal year 2028 and 2027, respectively | Capitalized real estate leases for build to suit stores | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Total capital and financing lease obligations | 13,746 | 4,181 |
Interest expense on capital lease finance obligations | ' | ' |
2014 | 1,979 | ' |
2015 | 1,971 | ' |
2016 | 1,961 | ' |
2017 | 1,950 | ' |
2018 | 1,938 | ' |
Thereafter | 16,386 | ' |
Total | 26,185 | ' |
Principal payments on capital lease finance obligations | ' | ' |
2014 | 51 | ' |
2015 | 59 | ' |
2016 | 69 | ' |
2017 | 79 | ' |
2018 | 99 | ' |
Thereafter | 3,402 | ' |
Total | 3,759 | ' |
Principal payments on capital lease obligations | ' | ' |
Total capital and financing lease obligations | 13,746 | 4,181 |
Capital lease finance obligations, due in monthly installments through fiscal year 2028 and 2027, respectively | Construction in process | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Total capital and financing lease obligations | 1,284 | 1,345 |
Interest expense on capital lease finance obligations | ' | ' |
2014 | 135 | ' |
2015 | 134 | ' |
2016 | 133 | ' |
2017 | 131 | ' |
2018 | 129 | ' |
Thereafter | 1,132 | ' |
Total | 1,794 | ' |
Principal payments on capital lease finance obligations | ' | ' |
2014 | 3 | ' |
2015 | 13 | ' |
2016 | 14 | ' |
2017 | 16 | ' |
2018 | 18 | ' |
Thereafter | 403 | ' |
Total | 467 | ' |
Principal payments on capital lease obligations | ' | ' |
Total capital and financing lease obligations | 1,284 | 1,345 |
Total future payments on capital lease finance and capital lease obligations | ' | ' |
2014 | 138 | ' |
2015 | 147 | ' |
2016 | 147 | ' |
2017 | 147 | ' |
2018 | 147 | ' |
Thereafter | 1,535 | ' |
Total | 2,261 | ' |
Capital lease obligations due in monthly installments through fiscal year 2028 | Capitalized real estate leases for build to suit stores | ' | ' |
Capital and Financing Lease Obligations | ' | ' |
Total capital and financing lease obligations | 4,792 | 0 |
Interest expense on capital lease obligations | ' | ' |
2014 | 681 | ' |
2015 | 667 | ' |
2016 | 650 | ' |
2017 | 631 | ' |
2018 | 608 | ' |
Thereafter | 3,597 | ' |
Total | 6,834 | ' |
Principal payments on capital lease obligations | ' | ' |
2014 | 120 | ' |
2015 | 134 | ' |
2016 | 151 | ' |
2017 | 170 | ' |
2018 | 192 | ' |
Thereafter | 4,025 | ' |
Total capital and financing lease obligations | $4,792 | $0 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Jul. 17, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2008 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | |||||
Minimum | Maximum | Chief Financial Officer | Chief Financial Officer | Board | Board | One Third | One Third | One Third | One Third | |||||||
Chief Financial Officer | Chief Financial Officer | Chief Financial Officer | Chief Financial Officer | |||||||||||||
item | Vesting over six month | Vesting over 12 month | Vesting over 18 month | |||||||||||||
Share-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock available for issuance or delivery | ' | ' | ' | 1,090,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock available for grants | 751,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | '1 year | '4 years | ' | ' | ' | ' | ' | '6 months | '12 months | '18 months |
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the beginning of the period (in shares) | ' | ' | ' | ' | 90,909 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | 68,911 | 269,351 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | -204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | -73,563 | -178,442 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the end of the period (in shares) | ' | ' | ' | ' | 86,053 | 90,909 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the beginning of the period (in dollars per share) | ' | ' | ' | ' | $1.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | $32.87 | $1.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | $34.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | $7.25 | $1.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the end of the period (in dollars per share) | ' | ' | ' | ' | $21.80 | $1.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards grant entitlement as percentage of fully diluted shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.20% | ' | ' | ' | ' |
Vesting rights percentage upon completion of the IPO | ' | ' | ' | ' | ' | ' | ' | ' | 66.67% | ' | ' | ' | ' | ' | ' | ' |
Percentage of awards settled in shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | ' | ' | ' | ' | ' | ' |
Number of equal parts over which awards vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Settlement percentage of awards in shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Common stock value equivalent to which awards granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' |
Total share-based compensation expense before income taxes (in dollars) | 600,000 | 1,100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense (in dollars) | ' | ' | ' | ' | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period over which unrecognized compensation expense is to be recognized | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
3801 East Second Avenue, LLC | ' | ' | ' |
Related party transactions | ' | ' | ' |
Number of operating leases | 1 | ' | ' |
3801 East Second Avenue, LLC | Maximum | ' | ' | ' |
Related party transactions | ' | ' | ' |
Rent expense | $0.10 | $0.10 | $0.10 |
Isely Family Land Trust LLC | ' | ' | ' |
Related party transactions | ' | ' | ' |
Number of operating leases | 1 | ' | ' |
Rent expense | 0.3 | 0.3 | 0.3 |
Chalet | ' | ' | ' |
Related party transactions | ' | ' | ' |
Number of operating leases | 7 | ' | ' |
Rent expense | $1.30 | $1.50 | $1.20 |
Number of owners that are non-independent board members | 4 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Components of the provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current federal income tax expense (benefit) | ' | ' | ' | ' | ' | ' | ' | ' | $3,376 | $1,102 | ($1,547) |
Current state income tax expense (benefit) | ' | ' | ' | ' | ' | ' | ' | ' | 551 | 180 | -224 |
Total current income tax expense (benefit) | ' | ' | ' | ' | ' | ' | ' | ' | 3,927 | 1,282 | -1,771 |
Deferred federal income tax | ' | ' | ' | ' | ' | ' | ' | ' | 2,156 | 2,339 | 3,425 |
Deferred state income tax | ' | ' | ' | ' | ' | ' | ' | ' | 296 | 334 | 513 |
Total deferred income tax | ' | ' | ' | ' | ' | ' | ' | ' | 2,452 | 2,673 | 3,938 |
Total provision for income taxes | 1,448 | 1,716 | 1,900 | 1,315 | 582 | 1,300 | 1,487 | 586 | 6,379 | 3,955 | 2,167 |
Differences between the U.S. federal statutory income tax rate and the entity's effective tax rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statutory tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 34.00% | 34.00% | 34.00% |
Nontaxable income attributable to noncontrolling interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2.70% | -6.20% |
State income taxes, net of federal income tax expense (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 3.30% | 3.00% | 3.40% |
Other, net (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.40% | 0.30% | 0.80% |
Effective tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 37.70% | 34.60% | 32.00% |
Deferred taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | 1,114 | ' | ' | ' | 843 | ' | ' | ' | 1,114 | 843 | ' |
Long-term liabilities | -6,877 | ' | ' | ' | -4,144 | ' | ' | ' | -6,877 | -4,144 | ' |
Net deferred tax liabilities | -5,763 | ' | ' | ' | -3,301 | ' | ' | ' | -5,763 | -3,301 | ' |
Deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital and financing lease obligations | 7,553 | ' | ' | ' | 2,052 | ' | ' | ' | 7,553 | 2,052 | ' |
Goodwill and BVC related intangibles | 3,209 | ' | ' | ' | 3,377 | ' | ' | ' | 3,209 | 3,377 | ' |
Leasehold incentives | 2,179 | ' | ' | ' | 1,978 | ' | ' | ' | 2,179 | 1,978 | ' |
Deferred rent | 1,803 | ' | ' | ' | 1,344 | ' | ' | ' | 1,803 | 1,344 | ' |
Trademarks | 1,024 | ' | ' | ' | 998 | ' | ' | ' | 1,024 | 998 | ' |
Accrued employee benefits | 728 | ' | ' | ' | 515 | ' | ' | ' | 728 | 515 | ' |
Other | 386 | ' | ' | ' | 329 | ' | ' | ' | 386 | 329 | ' |
Intangible assets - other | 80 | ' | ' | ' | 88 | ' | ' | ' | 80 | 88 | ' |
Gross deferred tax assets | 16,962 | ' | ' | ' | 10,681 | ' | ' | ' | 16,962 | 10,681 | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | -20,497 | ' | ' | ' | -11,960 | ' | ' | ' | -20,497 | -11,960 | ' |
Leasehold improvements | -2,228 | ' | ' | ' | -2,012 | ' | ' | ' | -2,228 | -2,012 | ' |
Favorable operating lease | ' | ' | ' | ' | -10 | ' | ' | ' | ' | -10 | ' |
Gross deferred tax liabilities | -22,725 | ' | ' | ' | -13,982 | ' | ' | ' | -22,725 | -13,982 | ' |
Net deferred tax liabilities | ($5,763) | ' | ' | ' | ($3,301) | ' | ' | ' | ($5,763) | ($3,301) | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income taxes | $1,448,000 | $1,716,000 | $1,900,000 | $1,315,000 | $582,000 | $1,300,000 | $1,487,000 | $586,000 | $6,379,000 | $3,955,000 | $2,167,000 |
BVC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Majority ownership (as a percent) | ' | ' | ' | ' | 55.00% | ' | ' | ' | ' | 55.00% | ' |
Additions to tax basis of acquired fixed assets due to acquisition of noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' |
Additional tax basis of intangible assets recorded due to acquisition of noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' |
Deferred tax assets | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | 3,600,000 | ' |
BVC | Federal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
BVC | State | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
State | State | State | State | ||
Maximum | Maximum | ||||
Operating loss carryforwards | ' | ' | ' | ' | ' |
Operating loss carryforwards related to income taxes | ' | $0.10 | $0.20 | ' | ' |
Operating loss carryforwards related to state income taxes utilized | ' | ' | ' | $0.10 | $0.10 |
Percentage extension of bonus depreciation on qualifying assets | 50.00% | ' | ' | ' | ' |
Period of special extension depreciation for qualified leasehold property and qualified retail improvement property | '15 years | ' | ' | ' | ' |
Defined_Contribution_Plan_Deta
Defined Contribution Plan (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Defined Contribution Plan | ' | ' | ' |
Percentage of participant contributions matched by the employer | 25.00% | ' | ' |
Maximum annual employer match per employee | $2,500 | ' | ' |
Company's matching contribution included in administrative expense | $400,000 | $300,000 | $300,000 |
Segment_Reporting_Details
Segment Reporting (Details) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
item | |||
Segment Reporting | ' | ' | ' |
Number of reporting segments | 1 | ' | ' |
Segment reporting | ' | ' | ' |
Sales percentage | 100.00% | 100.00% | 100.00% |
Grocery | ' | ' | ' |
Segment reporting | ' | ' | ' |
Sales percentage | 65.20% | 62.70% | 59.80% |
Dietary supplements | ' | ' | ' |
Segment reporting | ' | ' | ' |
Sales percentage | 24.80% | 27.00% | 29.30% |
Other | ' | ' | ' |
Segment reporting | ' | ' | ' |
Sales percentage | 10.00% | 10.30% | 10.90% |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Selected Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $115,175 | $113,164 | $106,485 | $95,831 | $89,932 | $86,707 | $84,907 | $74,839 | $430,655 | $336,385 | $264,544 |
Cost of goods sold and occupancy costs | 81,689 | 80,571 | 74,668 | 67,994 | 63,558 | 61,307 | 59,223 | 53,240 | 304,922 | 237,328 | 187,162 |
Gross profit | 33,486 | 32,593 | 31,817 | 27,837 | 26,374 | 25,400 | 25,684 | 21,599 | 125,733 | 99,057 | 77,382 |
Store expenses | 24,388 | 23,181 | 22,163 | 20,203 | 19,490 | 18,199 | 18,028 | 16,440 | 89,935 | 72,157 | 57,610 |
Administrative expenses | 3,569 | 3,242 | 3,342 | 3,326 | 4,448 | 2,760 | 2,813 | 2,712 | 13,479 | 12,733 | 10,397 |
Pre-opening and relocation expenses | 955 | 961 | 796 | 519 | 861 | 458 | 427 | 427 | 3,231 | 2,173 | 1,964 |
Operating income | 4,574 | 5,209 | 5,516 | 3,789 | 1,575 | 3,983 | 4,416 | 2,020 | 19,088 | 11,994 | 7,411 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends and interest income | 2 | 3 | 2 | 2 | 1 | 1 | 3 | 1 | 9 | 6 | 10 |
Interest expense | -900 | -610 | -401 | -255 | -94 | -144 | -155 | -175 | -2,166 | -568 | -669 |
Total other expense | -898 | -607 | -399 | -253 | -93 | -143 | -152 | -174 | -2,157 | -562 | -634 |
Income before income taxes | 3,676 | 4,602 | 5,117 | 3,536 | 1,482 | 3,840 | 4,264 | 1,846 | 16,931 | 11,432 | 6,777 |
Provision for income taxes | -1,448 | -1,716 | -1,900 | -1,315 | -582 | -1,300 | -1,487 | -586 | -6,379 | -3,955 | -2,167 |
Net income | 2,228 | 2,886 | 3,217 | 2,221 | 900 | 2,540 | 2,777 | 1,260 | 10,552 | 7,477 | 4,610 |
Net (income) loss attributable to noncontrolling interest | ' | ' | ' | ' | 73 | -339 | -292 | -270 | ' | -828 | -1,106 |
Net income attributable to Natural Grocers by Vitamin Cottage, Inc. | $2,228 | $2,886 | $3,217 | $2,221 | $973 | $2,201 | $2,485 | $990 | $10,552 | $6,649 | $3,504 |
Basic earnings per share (in dollars per share) | $0.10 | $0.13 | $0.14 | $0.10 | $0.04 | $0.10 | $0.11 | $0.04 | $0.47 | $0.30 | $0.16 |
Diluted earnings per share (in dollars per share) | $0.10 | $0.13 | $0.14 | $0.10 | $0.04 | $0.10 | $0.11 | $0.04 | $0.47 | $0.30 | $0.16 |
Subsequent_Events_Details
Subsequent Events (Details) (Revolving Credit Facility, USD $) | Oct. 31, 2012 | Dec. 12, 2013 | Dec. 12, 2013 |
In Millions, unless otherwise specified | Subsequent event | Subsequent event | |
Maximum | |||
Subsequent events | ' | ' | ' |
Period by which maturity date is extended | ' | '3 years | ' |
Amount available for borrowing | $15 | $15 | ' |
Additional maximum borrowing capacity | ' | ' | $10 |