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Form 8-K Natural Grocers by Vitam For: May 05

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May 5, 2016 4:22 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): May 5, 2016

 

 

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

001-35608

  

45-5034161

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

 

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

 

(303) 986-4600

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 
 

 

 

Item 7.01     Regulation FD Disclosure.

 

On May 5, 2016, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing that its Board of Directors has authorized a new two-year program to repurchase up to $10.0 million in shares of the Company’s common stock. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01     Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release of Natural Grocers by Vitamin Cottage, Inc. dated May 5, 2016

 

 
2 
 

 

 SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 5, 2016

 

 

Natural Grocers by Vitamin Cottage, Inc.

 

 

 

By:

/s/ Kemper Isely

 

Name:

Kemper Isely

 

Title:

Co-President

 

 

 3

Exhibit 99.1

 

 

 

Natural Grocers by Vitamin Cottage Announces $10 Million Share Repurchase Program

 

Lakewood, Colo., May 5, 2016 /PRNewswire/ -- Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced that its Board of Directors has authorized a new two-year program to repurchase up to $10 million in shares of the Company’s common stock.

 

Repurchases under the Company’s new program will be made from time to time at management’s discretion on the open market or through privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements and other relevant factors. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The share repurchase program does not obligate the Company to purchase any particular amount of common stock and may be suspended, modified or discontinued by the Company without prior notice.

 

“We are pleased that our strong balance sheet and cash flow enable us to return value to stockholders through this new share repurchase program, while at the same time continuing to invest in the Company’s long-term growth,” said Kemper Isely, the Company’s Co-President. “Our Board of Directors and the senior management team strongly believe that the Company’s growth prospects are not fully reflected in the Company’s current stock price. The share repurchase program demonstrates our confidence in the strength of our business and our commitment to delivering shareholder value.”

 

The Company had approximately 22.5 million shares of Common Stock outstanding as of May 5, 2016. The Company expects to finance the share repurchase program through borrowings under its revolving credit facility.

 

About Natural Grocers by Vitamin Cottage

 

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is a rapidly expanding specialty retailer of natural and organic groceries and dietary supplements whose products must meet strict quality guidelines. The grocery products sold by Natural Grocers may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 113 stores in 19 states.

 

Visit www.NaturalGrocers.com for more information and store locations.

 

Forward-Looking Statements

 

The following constitutes a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, statements in this release are “forward-looking statements” and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements that are not statements of historical facts are forward-looking statements. Actual results could differ materially from those described in the forward-looking statements because of factors such as changes in the Company’s industry, business strategy, goals and expectations concerning the Company’s market position, the economy, future operations, margins, profitability, capital expenditures, liquidity and capital resources, other financial and operating information and other risks detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (Form 10-K) and the Company’s subsequent quarterly reports on Form 10-Q. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to update forward-looking statements.

 

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

 

 

Investor Contacts:

 

Ashley MacLeod, Director of Finance and Investor Relations, 303-986-4600, [email protected]

 

Scott Van Winkle, ICR, Managing Director, 617-956-6736, [email protected]

 

 

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