[LETTERHEAD OF ICON HEALTH & FITNESS, INC. APPEARS HERE]
WRITER'S DIRECT DIAL NUMBER: 435-750-3614
January 25, 2006
Via US Mail and Facsimile 202-942-9527
Ms. Claire Lamoureux
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: ICON Health & Fitness, Inc. (the "Company")
Form 10-K for the year ended May 31, 2004 and May 31, 2005
Form 10-Q for the quarterly periods ended August 28, 2004, November 27, 2004
and February 26, 2005
Commission file #: 033-87930
Dear Ms. Lamoureux:
Set forth below are responses to each comment contained in your letter to
S. Fred Beck dated September 21, 2005. The number of each response corresponds
to the number assigned to each comment in your September 21, 2005-letter. Our
responses are as follows:
Form 10-K for the year ended May 31, 2005
Note 8. Long-Term Debt, page F 14
Comment 1:
We note from your response to prior comment 10 that you will include the
weighted average interest rate on short-term borrowing s outstanding as of the
date of each balance sheet presented in future filings, however this disclosure
does not appear to be included in the Form 10-K for the year ended May 31, 2005.
In this regard, we reissue the comment and request you include the weighted
average interest rate on short-term borrowings outstanding (i.e., 2002 revolver)
as of the date of each balance sheet presented in the notes to the financial
statements of future filings. See Rule 5-02.19(b) of Regulation S-X.
Response to Comment 1:
We have noted and will comply with the Commission's comment in future
filings.
Management's Discussion and Analysis
- -Results of Operations, page 13
Comment 2:
We note your disclosure on page 13 of your MD&A section that the discussion
of the results of operations attributes more than one factor as a cause for the
change in results from the prior year. For example, in describing the reasons
for the decrease in gross profit in 2005, you list factors such as changes in
product mix, distribution channel mix, manufacturing inefficiencies, late
release of products and increase in freight and commodity prices. In future
filings, for each factor listed that affected your results, please include a
quantification of the dollar amount or percentage of the change that is
attributable to each factor.
Response to Comment 2:
We have noted and will comply with the Commission's comment in future
filings.
Form 10-Q for the quarterly period ended February 26, 2005
Condensed Consolidated Balance Sheets
Comment 3:
We note that you have indicated on the face of the balance sheet that the
column labeled May 31, 2004 is unaudited. As these results should be the same as
reported in your audited financial statements as May 31, 2004, please remove
the "unaudited" label in future filings. In future filings, please present your
disclosures of Controls and Procedures under Item 9A as required by Form 10-K.
Also, include the disclosures required by Item 14 (Principal Accountant Fees and
Services) of Form 10-K.
Response to Comment 3:
We have noted and will comply with the Commission's comment in future
filings.
We acknowledge that it is our responsible for the adequacy and accuracy of
the disclosure in our filings with the Commission. We understand that any staff
comments or changes to disclosure in response to staff comments does not
foreclose the Commission from taking any action with respect to our filings with
the Commission. In addition, we will not assert staff comments as a defense in
any proceedings initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact the undersigned at 435-750-5228 or Everett Smith of this
office at 435-750-3614 with any questions or comments you may have regarding
this response letter. To the extent that we can be of help in facilitating this
process, please do not hesitate to call. Thank you in advance for your
cooperation in this matter.
Very truly yours,
/s/ S. Fred Beck
S. Fred Beck
Chief Financial Officer
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