Mail Stop 0308
March 1, 2005
Joseph W. Baty
Chief Financial Officer
Weider Nutritional International, Inc.
2002 South 5070 West
Salt Lake City, Utah 84104-4726
RE: Weider Nutritional International, Inc.
Form 10-K for the fiscal year ended May 31, 2004
File No. 1-14608
Form 10-Q for the six months ended November 30,
2004
Dear Mr. Baty,
We have reviewed the responses in your letter filed on
February
18, 2005 and have the following additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
* * * *
Form 10-K for the Year Ended May 31, 2004
General
1. Where a comment below requests additional disclosures or other
revisions to be made, please include the additional disclosures
and
revisions in your future filings.
Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Revenue Recognition, page F-8
2. We note your response to our prior comment 15. Please tell us
the
amounts of advertising expense for each period presented and the
amounts of cooperative advertising payments included in the
reported
amounts. If material, please disclose your accounting policy for
reporting advertising costs indicating whether such costs are
expensed as incurred or the first time the advertising takes
place,
your accounting policy related to advertising allowances and the
total amount charged to advertising expense for each period
presented. Please refer to SOP 93-7. Please also disclose your
accounting policies for sales incentives indicating sales
incentives
characterized as a reduction of revenues and sales incentives
characterized as cost of sales. Tell us when you recognize the
cost
of coupons and the amounts of your liability for coupons for each
period presented, whether you estimate breakage and, if so, the
factors you consider in estimating the amount of future rebates or
refunds. If the liability for coupons, or any accrued expense, is
in
excess of 5% of total current liabilities please state separately
in
your balance sheets or in the notes to your financial statements
each
item included in accrued liabilities that exceeds of 5% of current
liabilities for each period presented.
Note 13: Operating Segments, page F-18
3. We note your response to our prior comments 3 and 24. You
indicate that management of your business units includes marketing
investment directed to overall brand development, and not
necessarily
to specific product categories. We note that you disclose sales
of
Schiff Move Free brand products in the description of your
business,
and that each business unit generally markets more than one brand
of
products. Please tell us whether any brands, other than your
Schiff
Move Free brand products, accounted for more than 10% of your
consolidated sales in any of the past three years. Please also
tell
us whether you report revenues for each of your brands in the
financial information used to produce your general purpose
financial
statements. If so, please disclose revenues for your significant
brands for each period presented.
Form 10-Q for the Quarter Ended November 30, 2004
Item1. Financial Statements
Note 7: Commitments and Contingencies, page 9
4. We note your response to our prior comment 29. Please explain
to
us why you believe that your accrual is a reliable estimate of
your
liability in light of the $4 million settlement fund. Tell us the
terms and conditions contained in the settlement agreement that
support your belief that ultimate cash disbursements will not
exceed
$50,000. Tell us in detail the factors you considered in
estimating
the amount of coupons that will ultimately be issued and redeemed.
In doing so, tell us the length of time coupons will be eligible
for
redemption and the historical experience regarding redemption
rates
you used in your determination, and why that historical experience
is
appropriate to use to estimate of the amount of loss under the
circumstances. Please also tell us whether there is a reasonable
possibility that the settlement amount not accrued will be
incurred,
and if not why. If there is a reasonable possibility that the
settlement amount not accrued will be incurred, please disclose
the
additional exposure to loss as required by paragraph 10 of SFAS 5.
Regarding each of the other litigation matters, tell us:
* The amount of alleged damages;
* Whether you are able to make a reasonable estimate the possible
loss or range of loss and the amounts of those estimates;
* The degree of probability of an unfavorable outcome;
* Whether, and to what extent, losses may be recoverable from
third
parties; and
* The total amount accrued and the significant assumptions
underlying
your estimates.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information. Detailed
response
letters greatly facilitate our review. Please file your response
letter on EDGAR. Please understand that we may have additional
comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please
direct them to Dave Irving, Staff Accountant, at (202) 942-1920
or,
in his absence, to William Thompson, Staff Accountant, at (202)
942-
1935, or the undersigned at (202) 942-2823. Any other questions
regarding disclosures issues may be directed to H. Christopher
Owings, Assistant Director, at (202) 942-1900.
Sincerely,
Michael Moran
Branch Chief
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Mr. Joseph W. Baty
Weider Nutritional International, Inc.
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