Form S-4
Once all the issues noted below with regard to your Form 10-K have been resolved, you will be in a position to request accelerated effectiveness for your Form S-4 registration statement. As appropriate, please update the section captioned “Information Incorporated by Reference” to include subsequent Exchange Act filings.Rest of the question
Please respond to this 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.
As discussed with the Staff, the Company will update the section of the Registration Statement captioned
“Information Incorporated by Reference” to include subsequent Exchange Act filings filed after the date of the Registration Statement.
Please respond to this 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. Read in the reply ↗
We note the possibility exists of materially different reported results related to trade marketing and merchandising programs. However, your disclosure generally does not provide insight into the quality of, and potential variability of, your earnings and cash flows due to these programs.Rest of the question
Please explain to us how you considered the guidance in Section V of SEC Release 34-48960 (FR-72) in preparing your disclosure, or provide us revised disclosure for inclusion in your filings. For example, explain how you considered disclosure related to how accurate your estimates / assumptions have been in the past and how much your estimates / assumptions have changed in the past. In addition, please clarify for us how you determined the appropriate level in which to provide disclosure (i.e., company-wide, segment, product category, or leading brand).
The Company advises the Staff that the Company considered the guidance in Section V of SEC Release 34-48960 (FR-72) in the preparation of Management’s Discussion and Analysis (“MD&A”). The Company regularly reviews the accuracy of its prior year’s estimates and assumptions and recognizes a change in estimate in subsequent periods as appropriate. Historically, these adjustments have been insignificant on a consolidated basis and have not been discussed in the Company’s critical accounting policies nor disclosed within MD&A.Read in the reply ↗Rest of the answer
The Company also reviews its trade accruals at the reportable segment level. With the exception of the trade adjustment disclosed in fiscal year 2014 in the International, Foodservice, and Natural Foods reportable segment, adjustments within the Company’s reportable segments have been insignificant to the individual reportable segments’ profit.
On an annual basis, the change in estimate recognized by the Company historically has represented less than one percent of consolidated pretax income and cash provided by operating activities. However, if deemed to have a significant impact to an individual reportable segment, the Company has disclosed the dollar adjustment as noted in fiscal year 2014 for the International, Foodservice, and Natural Foods reportable segment. This adjustment represented approximately one percent of fiscal year 2014 consolidated pretax income.
In addition, the Company advises the Staff that beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended
April 30, 2016, the Company will expand its discussion of trade marketing and merchandising programs to provide insight into the quality of, and potential variability of, the Company’s earnings and cash flows due to these programs as follows:
Trade Marketing and Merchandising Programs: In order to support our products, various promotional activities are conducted through retail trade, distributors, or directly with consumers, including in-store display and product placement programs, feature price discounts, coupons, and other similar activities. We regularly review and revise, when we deem necessary, estimates of costs for these promotional programs based on estimates of what will be redeemed by retail trade, distributors, or consumers. These estimates are made using various techniques, including historical data on performance of similar promotional programs. Differences between estimated expenditures and actual performance are recognized as a change in estimate in a subsequent period. Subsequent period adjustments historically have been insignificant, approximating one percent of both consolidated pretax income and cash provided by operating activities in 2015, 2014, and 2013. However, as total promotional expenditures, including amounts classified as a reduction of sales, represented 29 percent of net sales in 2015, the possibility exists that reported results could be different if factors such as the level and success of the promotional programs or other conditions differ from expectations.
In light of the responses to the Staff’s comments set forth above, the Company respectfully submits that amendments to its Annual Report on Form 10-K for the fiscal year ended April 30, 2015, are not required. However, the Company will provide disclosure in future
Quarterly Reports on Form 10-Q should a significant subsequent period adjustment be recorded prior to its Annual Report on Form 10-K for the fiscal year ended April 30, 2016. The Company confirms that it will take the Staff’s comments into account in preparing future filings.
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In the event that the Company requests acceleration of the effective date of the Registration Statement, as amended, the Company acknowledges that:
• should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1117 or by email at RCChen@wlrk.com.
