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| Lucy Schlauch Stark Phone 303-295-8493 Fax 303-291-9145 MLStark@hollandhart.com
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July 10, 2012
Mr. Chris Chase
Division of Corporation Finance
100 F Street, NE
Securities and Exchange Commission
Washington, DC 20549
Re: Submission by Natural Grocers by Vitamin Cottage, Inc. in connection with filing on Form S-1 (File No. 333-182186)
Dear Mr. Chase:
In connection with the Registration Statement on Form S-1 (File No. 333-182186 (the “Registration Statement”)) filed by Natural Grocers by Vitamin Cottage, Inc. (the “Company”), the Company has determined that it may provide helpful disclosure to potential investors by including a range of preliminary results for the quarter ended June 30, 2012 as a “Recent Development” in the prospectus contained in the Registration Statement. The Company is requesting the staff of the Securities Exchange Commission (the “Staff”) review the proposed presentation of preliminary numbers and advise the Company whether the Staff has any comments on the presentation format.
Set forth below is a proposed presentation of these preliminary results that the Company would include in the Registration Statement:
“We are currently in the process of finalizing our consolidated financial results for our third quarter ended June 30, 2012, and therefore, our actual results for the third quarter are not yet available. However, based on our preliminary unaudited financial results net sales for the three months ended June 30, 2012 are $ million, which increased $ million, or %, compared to net sales of $67.6 million in the three months ended June 30, 2011. The $ million increase in net sales was driven by a $ million increase in non-comparable stores sales and an $ million, or %, increase in comparable store sales. The increase in comparable store sales was due to an % increase in transaction count and a % increase in average transaction size at comparable stores. Comparable store average transaction size increased to $ in the three months ended June 30, 2012 from $ in the three months ended June 30, 2011. We also expect our gross margin percent for the three and nine months
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| July 10, 2012 |
ended June 30, 2012 to be comparable to gross margin percent levels recorded for the three and nine months ended June 30, 2011 which were 29.2% and 29.3% respectively.
We have not yet completed closing procedures for the three months ended June 30, 2012 and our independent auditors have not yet reviewed the results. Accordingly, our preliminary financial data for the three months ended June 30, 2012 is subject to change pending finalization, and actual results could differ materially as we finalize such results.
The Company would like to add the proposed presentation to the Registration Statement in a filing to be made as early as Thursday, July 12, 2012 and would therefore appreciate receipt of any comments or objections the Staff may have to this presentation as expeditiously as possible.
| Sincerely, |
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| /s/ Lucy Schlauch Stark |
| Lucy Schlauch Stark |