TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 27, 2022 Kemper Isely Principal Executive Officer, Co-President and Director Natural Grocers by Vitamin Cottage, Inc. 12612 West Alameda Parkway Lakewood, Colorado 80228 Re: Natural Grocers by Vitamin Cottage, Inc. Form 10-K for Fiscal Year Ended September 30, 2021 Filed December 9, 2021 File No. 001-35608 Dear Mr. Isely: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Form 10-K for Fiscal Year Ended September 30, 2021 Notes to Consolidated Financial Statements 3. Revenue Recognition, page 69 1. Your disclosure in the filing indicates that your {N}power Customer Loyalty Program introduced in fiscal year 2015 offers accumulation of rewards to the members. Please expand your accounting policy disclosure to provide your consideration of such accumulation of rewards in your revenue recognition. Please refer to ASC 606-10-32 for guidance. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Kemper Isely Natural Grocers by Vitamin Cottage, Inc. July 27, 2022 Page 2 You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with any questions. FirstName LastNameKemper Isely Sincerely, Comapany NameNatural Grocers by Vitamin Cottage, Inc. Division of Corporation Finance July 27, 2022 Page 2 Office of Trade & Services FirstName LastName