Mail Stop 3-8
April 18,
2005
By Facsimile and U.S. Mail
Mr. Michael D. Lohner
President and Chief Executive Officer
Home Interiors & Gifts, Inc.
1649 Frankford Road
W Carrollton, Texas 75007
RE: Home Interiors & Gifts, Inc.
Form 10-K for the fiscal year ended December 31,
2004
Filed March 23, 2005
File No. 333-62021
Dear Mr. Lohner:
We have reviewed your filing and have the following
comments. We have limited our review to only your financial
statements and related disclosures and will make no further review
of
your documents. Where indicated, we think you should revise your
disclosures in future filings in response to these comments. If
you
disagree, 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
filings.
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 fiscal year ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Results of Operations
2004 Compared to 2003, page 15
1. In future filings where you describe two or more business
reasons
that contributed to a material change in a financial statement
line
item between periods, please quantify the extent to which each
change
contributed to the overall change in that line item, if practical.
For example, where you provide a list of the contributing factors
to
your decrease in gross profit percentage when comparing fiscal
year
2004 to fiscal year 2003, quantification of individual impacts
should
be provided. See Item 303(A) of Regulation S-K and Financial
Reporting Codification 501.04.
2. You disclose that in comparison to 2003, domestic direct
selling
gross profit percentage in 2004 was higher as a result of
management`s actions taken during 2004. In future filings please
describe the specific actions taken by management. You should
also
describe the underlying reasons for management`s actions. See SEC
Release No. 33-8350.
Liquidity and Capital Resources, page 21
3. Please ensure your discussion and analysis of cash flows is not
merely a recitation of changes evident from the financial
statements.
For example, you explain that $21.0 million of cash used by
working
capital consisted primarily of a $7.3 million increase in accounts
receivable, a $2.2 million increase in prepaid expenses, a $5.1
million decrease in accounts payable, a $1.0 million decrease in
income taxes payable, a $5.9 million decrease in accrued seminar
expenses and incentive awards, a $2.7 million decrease in
Decorating
Consultant royalties payable which was offset by a $2.4 million
increase in deferred revenue. In future filings please provide
analysis explaining the underlying reasons for the significant
fluctuations in the working capital accounts. Refer to SEC
Release
No. 33-8350.
Contractual Obligations, page 23
4. Your twelve-year license agreement with Meredith Corporation
provides for guaranteed annual minimum licensing royalty payments
to
Meredith that escalate through the term of the agreement. In the
contractual obligation table guaranteed minimum licensing royalty
obligations are not included in columns representing payments due
after three years. Please supplementally advise and revise in
future
filings.
Part IV, Item 15(a). Financial Statements and Supplementary Data
Consolidated Statements of Operations and Comprehensive Income,
page
F-4
5. It appears that depreciation expense is classified as general
and
administrative expenses in the consolidated statement of
operations.
If depreciation expense is excluded from cost of sales, please
revise
the cost of sales captions accordingly in future filings. Refer
to
SAB Topic 11.B.
Consolidated Statement of Shareholders` Deficit, page F-5
6. As a result of the Preferred Stock Repurchase, you recognized a
$45.1 million reduction in additional paid in capital related to
$29.5 million preferred stock dividends paid, $15.3 million
premium
paid in excess of the liquidation value of the preferred stock and
$0.3 million of legal and advisory fees. Please supplementally
explain with reference to authoritative guidance why the $29.5
million preferred stock dividends and $15.3 million premium paid
in
excess of the liquidation value of the preferred stock were
recorded
as a reduction to additional paid in capital rather than being
reflected as a charge to accumulated deficit. In future filings
please note that when state laws have effects of a significant
nature
the significant facts should be disclosed. Please refer to APB 6
for
guidance.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Financial Instruments, page F-7
7. You classify gains and losses from interest rate swap
transactions
as "Other income (expense), net." Given the intent of the
interest
rate swap transactions is to fix the interest rate paid on the
company`s variable rate debt obligations, it would appear that the
appropriate classification for gains and losses on interest rate
swap
transactions would be interest expense. Please revise future
filings
accordingly.
Note 18. Segment Reporting, page F-26
8. Based on your Item 1 disclosures, we understand that you sell
several types of products. In future filings please provide the
revenue disclosures by product or each group of similar products
unless it is impracticable to do so as required by paragraph 37 of
SFAS 131.
Please respond to these comments within 10 business days or
tell
us when you will provide us with a response. Please furnish a
letter
with your responses to our comments and provide any requested
supplemental information. Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;
* 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.
If you have any questions regarding these comments,
please
direct them to Adam Phippen, Staff Accountant, at (202) 824-5549.
In
his absence, questions may be directed to me at (202) 942-2905.
Sincerely,
George F. Ohsiek, Jr.
Branch Chief
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Mr. Michael D. Lohner
President and Chief Executive Officer
Home Interiors & Gifts, Inc.
April 18, 2005
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