SEC Comment Letter for Post Holdings, Inc. (POST) (CIK 0001530950) (POST) — Feb 10, 2017
Post Holdings, Inc. (POST) (CIK 0001530950)
Date: Feb. 10, 2017 · CIK: 0001530950 · Accession: 0000000000-17-004737
AI Filing Summary & Sentiment
Reasoning
Letter
Mailstop 4628 February 9, 201 7 Via E -mail Mr. Jeff A. Zadoks Chief Financial Officer Post Holdings, Inc. 2503 S. Hanley Road St. Louis, Missouri 63144
Re: Post Holdings, Inc. Form 10-K for the Fiscal Year e nded September 30, 2016 Filed November 18, 2016 Form 8 -K, Filed November 17, 2016 File No. 1 -35305
Dear Mr. Zadoks :
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure s.
Please respond to these comments within ten business days by providing the requested information or adv ise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year e nded September 30, 2016
Financial Statements
Note 20 - Segments, page 79
1. Based on your discussions in MD&A, it appears that you have several product groups within each of your reportable segments that may not be similar to ea ch other. Please expand your disclosure to report net sales for each group of similar products within your reportable segments to comply with FASB ASC paragraph 280 -10-50-40.
Mr. Jeff A. Zadoks Post Holdings, Inc. February 9, 2017
Form 8 -K, Filed November 17, 2016
Exhibit 99.1 - Fourth Quart er and Full Year Earnings Press Release
2. We note your presentation of non GAAP measures Adjusted EBITDA and Segment Adjusted EBITDA, and your disclosure on page 11 stating “variations of EBITDA may include, but are not limited to, further adjustments to the Company’s reported Adjusted EBITDA to give effect to the Company’s completed acquisitions as if all completed acquisitions were owned for the entire calculation period.” Similarly, under the heading Supplemental Segment Information on page 9, we note your disclosure stating “comparable basis, as referred to within the text of this release, is defined as a comparison of the three -month period ended September 30, 2016 to the same three - month period in fiscal 2015, including results for the periods of tim e Post owned each of the acquired businesses and the respective periods of time Post did not own the businesses and excluding results for divestitures for both periods.”
Tell us the extent to which the adjustments described above impacted both the consoli dated and segment measures, and individual line items in the reconciliations for each period. Submit a schedule listing the acquisitions for which adjustments have been included, along with the activity disaggregated and for each period, and clarify the ex tent to which your approach has been comprehensive. Please identify any acquisitions during the last three fiscal years and subsequent interim periods for which adjustments have not been made in any similar earnings release during those periods ; and provide comparable details for all dispositions , while clarifying any differences in your approach .
If you have include d in these measures activity of businesses acquired that pertain s to periods prior to your ownership, expl ain why the resulting figures would not be more appropriately identified as hypothetical or pro-forma , rather than presented as non-GAAP historical measures of performance , which are generally derived from historical measures of performance under GAAP, consistent with Item 10(e)(2) of Regulation S -K.
3. We note you present non GAAP measure Adjusted Diluted Net Ear nings per Common Share on page 12. Please note that non GAAP per share performance measures should be reconciled to GAAP earnings per share as indicated in our C&DI 102.05 issued on May 17, 2016. Please review this guidance when preparing your next e arnings release.
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. You may contact Lily Dang at (20 2) 551 -3867 or John Cannarella at (202)
Mr. Jeff A. Zadoks Post Holdings, Inc. February 9, 2017
551-3337 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551 -3686 with any other questions.
Sincerely,
/s/ Karl Hiller
Show Raw Text
Mailstop 4628
February 9, 201 7
Via E -mail
Mr. Jeff A. Zadoks
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
Re: Post Holdings, Inc.
Form 10-K for the Fiscal Year e nded September 30, 2016
Filed November 18, 2016
Form 8 -K, Filed November 17, 2016
File No. 1 -35305
Dear Mr. Zadoks :
We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure s.
Please respond to these comments within ten business days by providing the requested
information or adv ise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year e nded September 30, 2016
Financial Statements
Note 20 - Segments, page 79
1. Based on your discussions in MD&A, it appears that you have several product groups
within each of your reportable segments that may not be similar to ea ch other. Please
expand your disclosure to report net sales for each group of similar products within your
reportable segments to comply with FASB ASC paragraph 280 -10-50-40.
Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 9, 2017
Form 8 -K, Filed November 17, 2016
Exhibit 99.1 - Fourth Quart er and Full Year Earnings Press Release
2. We note your presentation of non GAAP measures Adjusted EBITDA and Segment
Adjusted EBITDA, and your disclosure on page 11 stating “variations of EBITDA may
include, but are not limited to, further adjustments to the Company’s reported Adjusted
EBITDA to give effect to the Company’s completed acquisitions as if all completed
acquisitions were owned for the entire calculation period.” Similarly, under the heading
Supplemental Segment Information on page 9, we note your disclosure stating
“comparable basis, as referred to within the text of this release, is defined as a
comparison of the three -month period ended September 30, 2016 to the same three -
month period in fiscal 2015, including results for the periods of tim e Post owned each of
the acquired businesses and the respective periods of time Post did not own the
businesses and excluding results for divestitures for both periods.”
Tell us the extent to which the adjustments described above impacted both the
consoli dated and segment measures, and individual line items in the reconciliations for
each period. Submit a schedule listing the acquisitions for which adjustments have been
included, along with the activity disaggregated and for each period, and clarify the ex tent
to which your approach has been comprehensive. Please identify any acquisitions during
the last three fiscal years and subsequent interim periods for which adjustments have not
been made in any similar earnings release during those periods ; and provide comparable
details for all dispositions , while clarifying any differences in your approach .
If you have include d in these measures activity of businesses acquired that pertain s to
periods prior to your ownership, expl ain why the resulting figures would not be more
appropriately identified as hypothetical or pro-forma , rather than presented as non-GAAP
historical measures of performance , which are generally derived from historical measures
of performance under GAAP, consistent with Item 10(e)(2) of Regulation S -K.
3. We note you present non GAAP measure Adjusted Diluted Net Ear nings per Common
Share on page 12. Please note that non GAAP per share performance measures should be
reconciled to GAAP earnings per share as indicated in our C&DI 102.05 issued on May
17, 2016. Please review this guidance when preparing your next e arnings release.
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. You may contact Lily Dang at (20 2) 551 -3867 or John Cannarella at (202)
Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 9, 2017
551-3337 if you have questions regarding comments on the financial statements and related
matters. Please contact me at (202) 551 -3686 with any other questions.
Sincerely,
/s/ Karl Hiller
Karl Hiller
Branch Chief
Office of Natural Resources