Mail Stop 0308
May 11, 2005
VIA U.S. MAIL AND FACSIMILE
Ms. Paula E. Manley
Chief Financial Officer
Enesco Group, Inc.
225 Windsor Drive
Itasca, Illinois 60143
RE: Form 10-K for the Year Ended December 31, 2004
File No. 0-1349
Dear Ms. Manley:
We have reviewed your filing and have the following
comments. If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
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 comments 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 December 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 annual and quarterly filings, as
applicable.
Item 1. Business, page 3
2. We note that you have disclosed revenues of your Heartwood
Creek
by Jim Shore and Precious Moments lines for fiscal 2004. Please
disclose the amount or percentage of revenue contributed by your
Heartwood Creek by Jim Shore and Precious Moments lines for each
of
the last three years. Please tell us if any other brands
accounted
for ten (10) percent or more of consolidated revenue in any of the
last three years. If so, please tell us and disclose for each of
the
last three years the amount or percentage or revenue contributed
by
each other brand accounting for 10 percent or more of consolidated
revenue in any of the last three years. See Item 101(c)(i) of
Regulation S-X.
Design, page 8
3. We note that you have a continuous product design and
development
program. Please disclose the amount spent on company sponsored
design and development activities during each of the years
presented.
See Item 101(c)(xi) of Regulation S-K. Please also disclose
design
and development costs charged to expense in each period presented
in
the notes to your financial statements.
Management`s Discussion and Analysis of Financial Position and
Results of Operations, page 17
General
4. Please quantify in dollars to the extent possible changes in
cost
of sales and/or gross profit related to each of the factors you
identify. For example, quantify the impact of inventory valuation
charges, ERP system implementation costs, higher freight costs,
foreign currency exchange rates, product mix and lower royalty
costs
on cost of sales or gross profit.
Critical Accounting Policies, page 18
5. Please quantify and discuss, where material, the effect of
critical estimates on your results of operations. Please tell us
whether changes in your assumptions, such as those related to the
historical write-off percentage of accounts receivable, sales
returns, selling prices of excess inventories and estimates of
future
operating results and related cash flows are reasonably likely to
occur. If so, where material, please quantify the potential
impact
on your financial condition and operating results of one or more
hypothetical changes in the assumptions underlying such critical
accounting estimates. Please also disclose the impact of
significant
changes in estimates during the periods presented. For example,
disclose the effect of establishing a full valuation allowance
against your domestic deferred tax assets and the effect
accelerated
depreciation of your ERP system. Please refer to SEC Release No.
33-
8350.
6. We note that the portion of your accounts receivable reserve
related to your historical write-off percentage approximates 2% of
accounts receivable. We also note that bad debt expense and
write-
offs reflected in Schedule II are less that 1% of net revenues for
the years reported. Please explain to us why these percentages
differ.
7. We note that accounts receivable allowances do not agree to the
allowances disclosed in Schedule II. Please tell us why.
8. Please tell us and disclose the amount of your adjustment to
inventory shrinkage as a result of your year-end physical
inventory
process.
2003 Compared to 2002 Consolidated Results
General
9. You disclose that international net revenues increased due to
higher foreign currency rates in 2003, but that revenues from your
Precious Moments and Cherished Teddies product lines decreased as
a
result of lower foreign currency exchange rates. Please explain
and
reconcile these statements to us and revise if necessary.
Interest Expense and Income, page 23
10. Please tell us how you account for accrued interest on
probable
tax liabilities and penalties. If you do not accrue interest on
probable tax liabilities and penalties, please explain to us your
basis for not doing so.
Liquidity and Capital Resources, page 24
11. Please provide a more insightful analysis of financial
condition,
changes in financial condition and cash flows, including changes
in
working capital components, for each period presented. In doing
so,
consider explaining the underlying reasons and implications of
material changes between periods to provide investors with an
understanding of trends and variability in cash flows. Please
refer
to SEC Release No. 33-8350 and Item 303 of Regulation S-K.
12. Please include other long-term liabilities reflected on your
balance sheets in the table of contractual obligations. Please
also
disclose in a footnote to the table that you have excluded future
variable rate interest payments under your short-term debt
agreements. In addition, if you have entered into binding
purchase
obligations, please disclose their amounts in the table and
describe
the nature of the obligations in a footnote. If you have not
entered
into binding purchase obligations, please explain to us why your
executory contracts and purchase orders are not binding purchase
obligations. Refer to Item 303(5) of Regulation S-K.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Consolidated Balance Sheets, page 30
13. We note that the change in the carrying amount of goodwill for
the year ended December 31, 2004 does not agree to your
disclosures
in Note 11. Please disclose the aggregate amount of goodwill
acquired for each period presented. See paragraph 45(c) of SFAS
142.
14. Please tell us and disclose the items and their amounts
included
in accrued post-retirement benefits expense for each period
presented.
Consolidated Statements of Cash Flows, page 33
15. It appears that stock-based compensation expense is included
in
proceeds from issuance of common stock in the financing activities
section. If so, please revise to classify stock-based
compensation
expense as a separate line item in your reconciliation of net cash
flow from operating activities.
Note 1. Summary of Significant Accounting Policies, page 34
16. Please tell us whether your estimated provision for sales
returns
is recorded as a reduction of sales revenue and cost of sales in
accordance with SFAS 48. Please revise Schedule II filed pursuant
to
Rule 5-04 of Regulation S-X to separately disclose the amounts
charged to costs and expenses and to net sales. The additional
disclosure may be provided in a footnote to the table. See Rule
12-
09 of Regulation S-X.
17. Please revise in future filings to describe the principles
followed in determining the inclusion or exclusion of your
subsidiaries in the consolidated financial statements. Refer to
Rule
3A-03 of Regulation S-X.
18. Please advise and revise future filings to disclose the nature
of
restrictions on the ability of foreign subsidiaries to transfer
funds
to you in the form of cash dividends, loans or advances. Please
disclose the amounts of restricted net assets as of the end of the
most recent year presented or tell us why such disclosure is not
necessary. See Rule 4-08(e) of Regulation S-X.
19. Please tell us and expand your revenue recognition policy to
clarify why it is appropriate to recognize revenue when club kits
are
sold to consumers. Include in your response a description of the
club kit. Please also tell us the terms of club memberships and
the
amounts, if any, of membership fees charged to members. If you
charge membership fees, please tell us and disclose your revenue
recognition policy for such fees. Further, tell us what ongoing
services you provide to members subsequent to the sale of the club
kits and advise us how often newsletters are mailed to members.
Note 4. Shareholders` Equity, page 40
20. We note that the change in capital in excess of par value for
the
year ended December 31, 2004 does not agree to the change in the
capital in excess of par value line item reflected in your
consolidated balance sheets. Please tell us what the difference
represents and revise your disclosure as appropriate.
Note 5. Geographic Operating Segments, page 44
21. Please disclose revenues from external customers from each
brand
or each group of similar brands or explain to us why disclosure of
brand information is not required by paragraph 37 of SFAS 131.
Note 6. Income Taxes, page 45
22. Please tell us whether you completed your evaluation of the
repatriation provision of the American Jobs Creation Act of 2004
and
whether you recognized the income tax effects of the repatriation
provision in your deferred income tax provision on unremitted
earnings of foreign subsidiaries. If you recognized the income
tax
effects of the repatriation provision in your deferred income tax
provision on unremitted earnings of foreign subsidiaries, please
disclose the effect on income tax expense for the amounts
recognized.
If not, please disclose:
* a summary of the repatriation provision as it applies to you,
the
status of your evaluation of the effects of the repatriation
provision and when you expect to complete your evaluation; and
* the range of reasonably possible amounts of unremitted earnings
that you are considering for repatriation as a result of the
repatriation provision and the related potential range of income
tax
benefits of such repatriation, or state that the related range of
income tax benefits cannot be reasonably estimated.
Please refer to FASB Staff Position No. FAS 109-2.
Note 7. Other Income (Expense) Net, page 47
23. Please tell us the items and their amounts included in the
bank
charges and other line item. Please also tell us why bank charges
are not classified as operating expenses and your basis for the
classification.
Schedule II
24. Please describe deductions in footnotes to the table. See
Rule
12-09 of Regulation S-X.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk,
page 56
25. Information required by paragraphs (a) and (b) of Item 305 of
Regulation S-K should be presented outside of, and not
incorporated
into, the financial statements. See General Instructions to
paragraphs 305(a) and 305(b). Please include the quantitative and
qualitative disclosures about foreign exchange risks to which you
are
exposed in this item.
Item 8. Financial Statements and Supplementary Data, page 56
26. We note that there is no Index to Financial Statements and
Schedules on page 53. Please revise as appropriate. Please also
revise Item 15(a)(1) and (2).
Item 9A. Controls and Procedures, page 56
27. We note your statement that "A control system, no matter how
well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met" and
that
the officers concluded your disclosure controls and procedures
were
effective. Please revise to clarify that your disclosure controls
and procedures are designed to provide reasonable assurance of
achieving their objectives and that your principal executive
officer
and principal financial officer concluded that your disclosure
controls and procedures are effective at the reasonable assurance
level. Alternatively, remove the reference to level of assurance.
Refer to Section II.F.4 of Management`s Reports on Internal
Control
Over Financial Reporting and Certification of Disclosure in
Exchange
Act Periodic Reports, SEC Release No. 33-8238, available on our
website at http://www.sec.gov/rules/final/33-8238.htm.
Signatures, page 59
28. The report must also be signed by your chief financial officer
and principal accounting officer in the second signature block.
Please file an amendment containing the signature of your chief
financial officer and principal accounting officer. See paragraph
2(a) of General Instruction D to Form 10-K.
* * * * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. 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 Bill Thompson, Staff Accountant, at (202) 551-3344
or
Donna Di Silvio, Staff Accountant, at (202) 551-3202, or in their
absence, to the undersigned at (202) 551-3841.
Sincerely,
Mike Moran
Accounting Branch Chief
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May 11, 2005
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