UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended March 29, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-17237
HOME PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its Charter)
Delaware 36-4147027
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
4501 West 47th Street
Chicago, Illinois 60632
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code (773) 890-1010.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Common shares, par value $0.01, outstanding as of May 9, 1997 - 4,322,922
<PAGE>
HOME PRODUCTS INTERNATIONAL, INC
INDEX
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations
and Retained Earnings 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K. 12
Signatures 13
<PAGE>
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOME PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION> March 29,
1997 December 28,
(unaudited) 1996
Assets (in thousands, except share amounts)
<S> <C> <C>
Current assets:
Cash and cash equivalents .................. $ 6,709 $ 2,879
Accounts receivable, net ................... 17,414 6,594
Inventories, net ........................... 11,602 4,391
Prepaid expenses and other current assets .. 883 100
Total current assets ..................... 36,608 13,964
Property, plant and equipment - at cost....... 56,338 22,515
Less accumulated depreciation and amortization (32,458) (14,581)
Property, plant and equipment, net............ 23,880 7,934
Intangible and other assets................... 31,643 2,807
Total assets.................................. $92,131 $24,705
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term obligations $ 2,810 $ 838
Accounts payable ........................... 14,048 1,956
Accrued liabilities ........................ 8,549 4,018
Total current liabilities ................ 25,407 6,812
Long-term obligations - net of current
maturities................................ 51,141 6,184
Stockholders' equity:
Preferred Stock - authorized, 500,000
shares, $.01 par value;
none issued .............................. - -
Common Stock - authorized 7,500,000 shares,
$.01 par value;
3,881,423 shares issued at December 28, .
1996 and 4,381,684 shares issued at March
29, 1997 ................................. 44 38
Additional paid-in capital ................. 13,669 10,840
Retained earnings .......................... 2,328 1,296
Common stock held in treasury - at cost
(58,762 shares)............................... (264) (264)
Currency translation adjustments ........... (194) (201)
Total stockholders' equity ............... 15,583 11,709
Total liabilities and stockholders' equity.... $92,131 $24,705
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
HOME PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statements of Operations and Retained Earnings
(unaudited)
<TABLE>
<CAPTION> Thirteen Weeks Ended
March 29, March 30,
1997 1996
(in thousands, except per share amounts)
<S> <C> <C>
Net sales........................ $31,738 $8,625
Cost of goods sold............... 22,610 5,767
Gross profit ................. 9,128 2,858
Operating expenses
Selling ...................... 4,588 2,482
Administrative ............... 1,809 1,301
Amortization of intangible assets 205 43
6,602 3,826
Operating profit (loss) ...... 2,526 (968)
Other income (expense)
Interest income .............. 31 11
Interest (expense) ........... (1,532) (180)
Other income, net ............ 124 21
(1,377) (148)
Earnings (loss) before income taxes 1,149 (1,116)
Income tax expense............... (117) --
Net earnings (loss).............. $ 1,032 $(1,116)
Retained earnings at beginning of period 1,296 490
Retaining earnings at end of period $ 2,328 $ (626)
Net earnings (loss) per common and common
equivalent share................. $ .23 $ (.29)
Number of weighted common and common equivalent
shares outstanding ........... 4,513,683 3,817,181
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
HOME PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION> Thirteen Weeks Ended
March 29, March 30,
1997 1996
Cash flows from operating activities: (in thousands)
<S> <C> <C>
Net earnings (loss) ................... $ 1,032 $(1,116)
Adjustments to reconcile net earnings (loss) to
net cash
provided by operating activities:
Depreciation and amortization ........ 1,721 605
Changes in assets and liabilities:
(Increase) in accounts receivable .. (1,960) (702)
(Increase) decrease in inventories . (1,086) 209
Increase (decrease) in accounts payable (310) 681
Increase (decrease) in accrued liabilities 697 (733)
Other operating activities, net ...... 160 (23)
Net cash provided (used) by operating activities 254 (1,079)
Cash flows from investing activities:
Tamor acquisition, net of cash acquired (27,792) ---
Proceeds from sale or maturity of marketable
securities ............................ --- 280
Capital expenditures, net ............. (597) (330)
Net cash used for investing activities.. (28,389) (50)
Cash flows from financing activities:
Payments on borrowings ................ (11,744) (16)
Net proceeds from borrowings and warrant 43,671 ---
Payment of capital lease obligation ... (9) (7)
Exercise of common stock options and
issuance of common stock under stock purchase
plan ................................. 47 59
Net cash provided by financing activities. 31,965 36
Net increase (decrease) in cash and cash
equivalents ........................... 3,830 (1,093)
Cash and cash equivalents at beginning of period. 2,879 2,982
Cash and cash equivalents at end of period. $ 6,709 $1,889
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest and swap fees ................ $ 300 $ 140
Income taxes, net ..................... --- 1
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Home Products International, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1. Unless the context otherwise requires, references herein to (i)
the "Company" are to Home Products International, Inc., a Delaware
corporation, and its wholly-owned subsidiaries, Selfix, Inc. a Delaware
corporation ("Selfix"), Tamor Corporation, a Massachusetts corporation
("Tamor"), and Shutters, Inc. an Illinois corporation ("Shutters"), (ii)
"Tamor" include both Tamor and Housewares Sales, Inc., a Massachusetts
corporation and Tamor's affiliated product distribution company which
was merged into Tamor as part of the Tamor Acquisition (as defined), and
(iii) the "Tamor Acquisition" are to the acquisition by the Company of
the business of Tamor and Housewares Sales, Inc. which was acquired in
February, 1997, effective as of January 1, 1997.
The unaudited condensed financial statements included herein as of and
for the thirteen weeks ended March 29, 1997 and March 30, 1996 reflect,
in the opinion of the Company, all adjustments (which include only
normal recurring accruals) necessary for the fair presentation of the
financial position, the results of operations and cash flows. These
unaudited financial statements should be read in conjunction with the
audited financial statements and related notes thereto included in the
Company's 1996 Annual Report on Form 10-K. The results for the interim
periods presented are not necessarily indicative of results to be
expected for the full year.
Note 2. Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION> March 29, December 28,
1997 1996
<S> <C> <C>
Finished goods ..................... $6,531 $2,604
Work-in-process .................... 2,045 1,003
Raw materials ...................... 3,026 784
</TABLE>
$11,602 $4,391
Note 3. No provision was made for federal income taxes in 1997 or 1996
due to net operating loss carryforwards available to the Company. The
provision for income taxes for 1997 reflects state income taxes in
states in which the Company has no tax loss carryforwards. The Company
has $3.1 million of net operating loss carryforwards remaining for book
purposes. Net operating loss carryforwards for tax purposes have been
fully utilized.
Note 4. Earnings per share have been computed by dividing net earnings
(loss) for the thirteen weeks ended March 29, 1997 and March 30, 1996 by
the weighted average common and common equivalent shares of 4,513,683
and 3,817,181, respectively. Common equivalent shares included in the
computation of common and common equivalent shares represent shares
issuable upon assumed exercise of stock options using the treasury stock
method. Common share equivalents are not included under the treasury
stock method when their effect is antidulitive.
Note 5. Pursuant to an agreement dated October 29, 1996, the Company,
as of January 1, 1997, took operating and financial control of Tamor,
assumed substantially all of the liabilities of Tamor and retained
<PAGE>
substantially all of the earnings from Tamor's operations. Actual
results are combined since the date of effective control although the
purchase transaction did not close until February 28, 1997. The
thirteen weeks ended March 29, 1997 includes imputed interest and other
financing related charges resulting from the effective date of the Tamor
acquisition prior to the closing date.
The pro forma impact of the Tamor Acquisition on the Company's
historical results together with a detailed description of the related
financing is more fully described in Note 15 to the Consolidated
Financial Statements of the Company as included in the Company's 1996
Annual Report on Form 10-K.
Note 6. On January 10, 1997 the Company issued 9,791 shares of common
stock to various employees in conjunction with the 1995 Employee Stock
Purchase Plan.
Note 7. During the thirteen week period ended March 29, 1997, employees
exercised options to purchase 10,470 shares of the Company's common
stock at exercise prices ranging from $4.23 to $5.00 per share.
ITEM 2 - Management's Discussion and Analysis of Results of Operations
and Financial Condition.
This quarterly report on Form 10-Q, including "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" contains forward-looking statements within the meaning of
the "safe-harbor" provisions of the Private Securities Litigation Reform
Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and
uncertainties include, but are not limited to: (i) the anticipated
effect of the Tamor Acquisition on the Company's sales and earnings;
(ii) the impact of the level of the Company's indebtedness; (iii)
restrictive covenants contained in the Company's various debt documents;
(iv) general economic conditions and conditions in the retail
environment; (v) the Company's dependence on a few large customers; (vi)
price fluctuations in the raw materials used by the Company,
particularly plastic resin; (vii) competitive conditions in the
Company's markets; (viii) the seasonal nature of the Company's business;
(ix) the Company's ability to execute its acquisition strategy; (x)
fluctuations in the stock market; (xi) the extent to which the Company
is able to retain and attract key personnel; (xii) relationships with
retailers; and (xiii) the impact of federal, state and local
environmental requirements (including the impact of current or future
environmental claims against the Company). As a result, the Company's
operating results may fluctuate, especially when measured on a quarterly
basis. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various
disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this
report, as well as the Company' periodic reports on Forms 10-K, 10-Q and
8-K filed with the Securities and Exchange Commission
<PAGE>
In the discussion and analysis that follows, all references to 1997
and 1996 refer to the 13 week periods ended March 29, 1997 and March 30,
1996, respectively.
General. Pursuant to an agreement dated October 29, 1996, the
Company, as of January 1, 1997, took operating and financial control of
Tamor, assumed substantially all of the liabilities of Tamor and
retained substantially all of the earnings from Tamor's operations.
Actual results are combined since the date of effective control although
the purchase transaction did not close until February 29, 1997. Tamor
designs, manufactures and markets quality plastic housewares products.
Tamor was acquired for a total purchase price of $41.9 million
consisting of approximately $27.8 million in cash, $2.4 million in
common stock (480,000 shares) and the assumption of $11.7 million in
short and long term debt. On February 27, 1997, the Company entered
into a credit agreement (the "Credit Agreement") with certain lenders
which are parties thereto and General Electric Capital Corporation
("GECC"), as agent, which provided the funds necessary to complete the
acquisition and paydown Tamor's existing short and long term debt.
The Tamor Acquisition and the related financing significantly impacted
the Company's operating results for the first quarter of 1997. The
acquisition of Tamor substantially improved the Company's net earnings
from a net loss of $1.1 million in the first quarter of 1996 to net
earnings of $1.0 million for the first quarter of 1997. The improved
earnings were also the result of significant improvements in the financial
performance of Selfix and Shutters. Tamor contributed $1.2 million of
pre-tax earnings in the quarter, net of related financing expenses,
transaction costs and goodwill amortization. Selfix and Shutters had an
operating loss of $0.05 million in the first quarter of 1997 as compared
to a $1.1 million loss in the first quarter of 1996. The improved results
at Selfix and Shutters were due to higher gross profit margins and reduced
operating expenses consistent with management initiatives implemented
in 1996.
The following discussion and analysis compares the results for the
first quarter of 1997 to the pro forma results for the first quarter of
1996. Management believes that such a comparison is necessary to
meaningfully analyze the changes occurring in such quarters. The pro
forma financial results give effect to the Tamor Acquisition, and
related financing, as if each of the transactions had occurred on
December 31, 1995. The pro forma operating expenses reflects (i)
additional amortization expense resulting from the recording of goodwill
associated with the Tamor Acquisition, (ii) net estimated cost savings
as a result of the Tamor Acquisition, including a net reduction in
discretionary distributions paid to and on the behalf of related parties
of Tamor and (iii) additional costs associated with the Company's 401(k)
and profit sharing plans and certain other fees. The pro forma interest
expense reflects the estimated net increase in interest expense as if
the Tamor Acquisition and related financing and occurred on December 31,
1995. The pro forma number of weighted average shares assumes the
shares issued as a result of the Tamor Acquisition (480,000 shares) and
a warrant issued in connection with the acquisition financing were
outstanding as of December 31, 1995.
<PAGE>
As such, in the discussion that follows, all comparisons are made
on a pro forma basis with reference to the following (in thousands,
except per share amounts):
<TABLE>
<CAPTION> Thirteen weeks Pro forma
ended Thirteen weeks ended
March 29, 1997 March 30, 1996
<S> <C> <C>
Net sales $31,738 100.0% $27,389 100.0%
Cost of goods sold 22,610 71.2% 19,154 69.9%
Gross profit 9,128 28.8% 8,235 30.1%
Operating expense 6,602 20.8% 6,707 24.5%
Operating profit 2,526 8.0% 1,528 5.6%
Interest expense (1,532) -4.8% (1,556) -5.7%
Other income 155 0.5% 64 0.2%
Earnings before income taxes 1,149 3.7% 36 0.1%
Income tax expense (117) -0.4% (58) -0.2%
Net earnings (loss) $ 1,032 3.3% ($22) -0.1%
Earnings (loss) per share $0.23 ($0.01)
</TABLE>
Net sales. Net sales of $31.7 million in the first quarter of 1997
increased $4.3 million, or 16%, from net sales of $27.4 million in the
first quarter of 1996. The increase was primarily the result of
increased distribution and the introduction of new Tamor plastic storage
products. Sales increases occurred primarily in home/closet
organization and storage containers product lines. Sales of Tamor
home/closet organization products increased 13.1% as a result of increased
distribution of hanger products. Sales of Tamor storage containers
increased 26.5% due to new product introductions (66% of the growth in the
category) and additional distribution of existing products. Sales of
Shutters home improvement products increased 24% due to several new
customers.
Gross profit. Gross profit increased 10% from $8.2 million in the
first quarter of 1996 to $9.1 million in the first quarter of 1997, as a
result of the increased sales described above. Gross profit margins
decreased from 30.1% in the first quarter of 1996 to 28.8% in the first
quarter of 1997, due primarily to increases in the cost of plastic
resin. The cost of plastic resin increased approximately 12.4% between
quarters resulting in a 3% drop in gross profit margin. Partially
offsetting the increase in plastic resin costs were improvements in
capacity utilization. During the first quarter of 1997, the Company was
able to increase the use of excess capacity at its Selfix and Shutters
manufacturing facilities for molding and packaging products for Tamor,
which allowed Tamor to reduce outside molding costs and Selfix and
Shutters to reduce per unit overhead costs.
Operating expense. Operating expenses in the first quarter of 1997
of $6.6 million were essentially the same as compared to the first
quarter of 1996. Selling expenses decreased from 17.0% of net sales in
the first quarter of 1996 to 14.5% of net sales in the first quarter of
1997. Warehousing and customer service costs in the first quarter of
1997 were reduced by the 1996 closing of Selfix's Canadian facility in
March, 1996. The 1996 decision to outsource certain product design
services resulted in further personnel related savings.
<PAGE>
Administrative expenses also declined as a percentage of net sales
from 6.6% in 1996 to 5.7% in the first quarter of 1997. The decrease in
administrative expenses as a percentage of sales was the result of
increases in sales that were achieved while holding administrative costs
flat as compared to 1996.
Amortization of intangibles decreased slightly from 0.8% of net
sales in the first quarter of 1996 to .6% in the first quarter of 1997.
The decrease was the result of a higher sales base.
Operating profit. As a result of higher sales, operating profit
increased $1.0 million, or 65%, to $2.5 million in the first quarter of
1997 from $1.5 million in the first quarter of 1996. In the first
quarter of 1997, operating profit was 8.0% of net sales as compared to
5.6% of net sales in the first quarter of 1996.
Interest expense. Interest expense of $1.5 million in the first
quarter of 1997 was essentially unchanged from the first quarter of
1996. Both periods reflect amortization of debt discount related to the
$7 million Subordinated Equity Bridge Note (the "Subordinated Note"),
issued in connection with the Tamor acquisition. The debt discount of
$0.4 million is being amortized over the 7 month period of time the
Subordinated Note is expected to be outstanding. Both periods also
reflect approximately $0.1 million of amortization related to fees and
expenses incurred in connection with the Credit Agreement.
Other income. Other income increased $0.1 million from 1996 to
1997 as a result of the reversal of excess accruals related to the 1996
closing of the Company's Canadian distribution facility.
Income tax expense. The income tax expense recorded in the first
quarter of 1997 reflects tax expenses for state income taxes in states
where the Company does not have tax loss carryforwards. No
carryforwards are available in Massachusetts, Tamor's primary state of
business. The Company does not expect to record a material federal tax
expense during 1997 as a result of tax loss carryforwards. Accordingly,
no federal tax expense was recorded in the first quarter of 1997.
The Company decreased the valuation allowance for net deferred tax
assets by $0.4 million to $3.1 million. The Company carries the
remaining allowance because although the Company has restructured its
Selfix operations and returned to profitability in 1996, there is no
assurance that the Company will be able to maintain profitability. The
Company's ability to sustain profitability is dependent upon a number of
factors, including the continued successful implementation of cost
control measures, the successful integration of Tamor's operations into
the Company's operations, maintenance of the Company's existing customer
relationships at current levels of sales volume and various other
factors beyond the Company's control, such as plastic resin price
increases and the effect of general economic conditions. The Company
has $3.1 million of net operating loss carryforwards remaining for book
purposes. Net operating loss carryforwards for tax purposes have been
fully utilized.
<PAGE>
Net earnings (loss). Net earnings increased to $1.0 million in the
first quarter of 1997 from the first quarter of 1996 net loss of $0.02
million. Earnings per share increased to $0.23 in the first quarter of
1997 based on 4,513,683 weighted average shares outstanding as compared
to the first quarter of 1996 loss per share of $0.01 based on 4,336,783
pro forma weighted average shares outstanding. If the Company had
incurred a tax expense using a tax rate of 40% assuming no federal or
state tax loss carryforwards, net earnings in the first quarter of 1997
would have been $0.7 million, or $0.15 per share based on 4,513,683
weighted average shares outstanding.
Housewares
First quarter 1997 performance in the housewares segment
significantly improved as compared to the first quarter of 1996 on a pro
forma basis. Net sales increased 15% from $25.1 million, on a pro forma
basis, in the first quarter of 1996 to $30.0 million in the first
quarter of 1997 as a result of new product introductions and expanded
distribution. Operating profit increased 27% from $2.0 million (7.8% of
net sales) on a pro forma basis in the first quarter of 1996 to $2.6
million, 8.5% of net sales, in the first quarter of 1997. Increased
profitability was a result of the increased sales as well as decreased
operating expenses both in absolute dollars and as a percent to sales.
Decreases in operating expenses were related to personnel reductions
initiated in the second and third quarters of 1996 together with the
March, 1996 closing of the Company's Canadian distribution facility.
Home Improvement Products
First quarter 1997 sales and operating profit increased
substantially from the first quarter of 1996. Net sales increased 38%
from $1.3 million in the first quarter of 1996 to $1.8 million in the
first quarter of 1997. The increase in sales was a result of new
customers. Net sales in the first quarter are traditionally lower than
the second and third quarter as sales are impacted by weather conditions
which are generally better in the late spring, summer and early fall.
The 1997 first quarter operating loss of $0.03 million was significantly
decreased from the 1996 first quarter operating loss of $0.5 million.
The reduction in the loss was a result of the increased sales and a $0.2
million decrease in operating expenses. The decrease in operating
expenses was due to personnel cutbacks and less spending on marketing
brochures.
Capital Resources and Liquidity
Cash and cash equivalents at March 29, 1997 were $6.7 million as
compared to $2.9 million at December 28, 1996. The Company's cash flow
from operating activities was $.3 million during the thirteen weeks
ended March 29, 1997. Increases in cash and cash equivalents resulted
from borrowings from GECC in excess of funds required to close the Tamor
transaction.
The required borrowings for the Tamor Acquisition have
significantly changed the Company's financial structure. To fund the
Tamor Acquisition, financing facilities were provided by commercial
lenders to replace and augment the financing facilities in place at
December 28, 1996. The financing facilities provided consist of $40
<PAGE>
million of term notes and a $20 million revolving line of credit under
the Credit Agreement and a $7 million Subordinated Note. At March 29,
1997, the Company had total short and long term debt outstanding of
$54.0 million and unused availability under the revolving line of credit
of $12.2 million. There were no borrowings outstanding under the
revolving line of credit at March 29, 1997. During the remainder of
1997, $2.5 million of debt will come due.
The Company's capital spending needs in 1997 are expected to be
between $7.5 and $10.0 million. Most of the spending relates to new
injection molding presses and molds to support Tamor's sales growth and
new product development. Also included in the capital spending forecast
is approximately $2.4 million to expand Tamor's Missouri manufacturing
and warehouse facility. The Company believes that its existing
financing facilities together with its cash flow from operations will
provide sufficient capital to fund operations, make the required debt
repayments and meet the anticipated capital spending needs.
On April 25, 1997, the Company filed a Registration Statement on
Form S-2 with the Securities and Exchange Commission to register 3.5
million shares of common stock (not including the shares of common stock
subject to the underwriters over-allotment option) of which 2.0 million
are to be newly issued shares sold by the Company. The remaining 1.5
million shares are being sold by a former chief executive officer of the
Company and by certain trusts of which her children are beneficiaries.
The net proceeds from the offering, if completed, will be used (i) to
repay a portion of the outstanding $40.0 million principal amount of the
Term loans, and (ii) to repay in full the $7.0 million Subordinated
Note. The Company used the proceeds of the portion of the Term Loans
being repaid and the proceeds of the Subordinated Note and warrant to
fund a portion of the purchase price of Tamor. The Company will not
receive any of the proceeds from the sale of the shares of Common Stock
being sold by the selling shareholders. However, there can be no
assurance that the offering will occur.
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
The Board of Directors of the Company approved an amendment to
the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 7,500,000 to 15,000,000
shares subject to stockholder approval, on January 30, 1997, (the
"Amendment"). The holders of a majority of the outstanding
shares of Common Stock approved the Amendment by written consent
in lieu of meeting, effective as of March 6, 1997, in accordance
with Section 228 of the Delaware General Corporation Law,
("DGCL"). The consent of the remaining stockholders of the
Company was not required and was not solicited in connection with
this action. Pursuant to Section 228(d) of the DGCL, the
Company's stockholders were provided with notice of the approval
by less than unanimous written consent of the Company's
stockholders of the Amendment. The Company's stockholders were
furnished with an Information Statement pursuant to Section 14C
of the Securities Exchange Act of 1934 and Regulation 14C and
Schedule 14C thereunder, and, in accordance therewith, the
Amendment was not filed with the Secretary of State of the State
of Delaware and will not become effective until May 12, 1997,
which date is at least 20 calendar days after the mailing of the
Information Statement relating to the Amendment.
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K.
On March 14, 1997, the Registrant filed a report on Form 8-K
dated February 28, 1997 reporting the Tamor Acquisition. Tamor
designs, manufactures and markets quality plastic housewares
products. For more information regarding the Tamor Acquisition,
see Note 5 of the Notes to Condensed Consolidated Financial
Statements and Management's Discussion and Analysis of Results of
Operations and Financial Condition.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
HOME PRODUCTS INTERNATIONAL, INC.
By: /s/ James E. Winslow
James E. Winslow
Executive Vice President
Chief Financial Officer
Dated: May 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> MAR-29-1997
<EXCHANGE-RATE> 1
<CASH> 6709
<SECURITIES> 0
<RECEIVABLES> 19119
<ALLOWANCES> 1705
<INVENTORY> 11602
<CURRENT-ASSETS> 36608
<PP&E> 56338
<DEPRECIATION> 32458
<TOTAL-ASSETS> 92131
<CURRENT-LIABILITIES> 25407
<BONDS> 51141
0
0
<COMMON> 44
<OTHER-SE> 15539
<TOTAL-LIABILITY-AND-EQUITY> 92131
<SALES> 31738
<TOTAL-REVENUES> 31738
<CGS> 22610
<TOTAL-COSTS> 22610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 94
<INTEREST-EXPENSE> 1532
<INCOME-PRETAX> 1149
<INCOME-TAX> 117
<INCOME-CONTINUING> 1032
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<CHANGES> 0
<NET-INCOME> 1032
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
