##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended: October 1, 2005
 Commission File Number: 001-15023
 THE YANKEE CANDLE COMPANY, INC.
  MASSACHUSETTS
    
    04 259 1416(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 þ o
 þ o
 o þ




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Item
    
    PagePART I. Financial InformationItem 1. Financial Statements  UnauditedCondensed Consolidated Balance Sheets as of October 1, 2005 and January 1, 2005
    
    
    3Condensed Consolidated Statements of Income for the
Thirteen and Thirty-Nine weeks ended October 1, 2005 and October 2, 2004
    
    
    4Condensed Consolidated Statements of Cash Flows for the
Thirty-Nine weeks ended October 1, 2005 and October 2, 2004
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II. Other InformationItem 1. Legal Proceedings
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    24Signatures
    
    
    25EX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32.1 Section 906 CEO CertificationEX-32.2 Section 906 CFO Certification
  2




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##### Table of Contents



October 1,
    
    
    January 1,2005
    
    
    2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    9,748
    
    
    $
    36,424Accounts receivable, net
    
    
    56,056
    
    
    
    28,231Inventory
    
    
    69,012
    
    
    
    46,901Prepaid expenses and other current assets
    
    
    10,554
    
    
    
    8,112Deferred tax assets
    
    
    3,611
    
    
    
    3,876TOTAL CURRENT ASSETS
    
    
    148,981
    
    
    
    123,544PROPERTY, PLANT AND EQUIPMENT-NET
    
    
    131,331
    
    
    
    126,365MARKETABLE SECURITIES
    
    
    2,049
    
    
    
    1,499DEFERRED TAX ASSETS
    
    
    77,957
    
    
    
    84,697GOODWILL
    
    
    3,939
    
    
    
    3,939INTANGIBLE ASSETS
    
    
    5,787
    
    
    
    5,860OTHER ASSETS
    
    
    410
    
    
    
    455TOTAL ASSETS
    
    $
    370,454
    
    
    $
    346,359LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    29,539
    
    
    $
    20,246Accrued payroll
    
    
    12,174
    
    
    
    14,492Accrued income taxes
    
    
    3,281
    
    
    
    26,264Other accrued liabilities
    
    
    16,568
    
    
    
    18,435TOTAL CURRENT LIABILITIES
    
    
    61,562
    
    
    
    79,437DEFERRED COMPENSATION OBLIGATION
    
    
    2,187
    
    
    
    1,659LONG-TERM DEBT
    
    
    200,000
    
    
    
    75,000DEFERRED RENT
    
    
    12,792
    
    
    
    10,600STOCKHOLDERS EQUITY
    
    
    93,913
    
    
    
    179,663TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    370,454
    
    
    $
    346,359
  3




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For the Thirteen Weeks
    
    
    For the Thirty-Nine WeeksEnded
    
    
    EndedOctober 1,
    
    
    October 2,
    
    
    October 1,
    
    
    October 2,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    136,500
    
    
    $
    127,913
    
    
    $
    364,303
    
    
    $
    335,340Cost of sales
    
    
    60,368
    
    
    
    54,906
    
    
    
    161,485
    
    
    
    146,172Gross profit
    
    
    76,132
    
    
    
    73,007
    
    
    
    202,818
    
    
    
    189,168Selling expenses
    
    
    34,767
    
    
    
    31,814
    
    
    
    99,382
    
    
    
    89,428General and administrative expenses
    
    
    14,689
    
    
    
    13,862
    
    
    
    41,964
    
    
    
    39,414Income from operations
    
    
    26,676
    
    
    
    27,331
    
    
    
    61,472
    
    
    
    60,326Interest income
    
    
    (5
    )
    
    
    
    
    
    
    (17
    )
    
    
    (7
    )Interest expense
    
    
    2,347
    
    
    
    1,093
    
    
    
    4,809
    
    
    
    3,062Other (income) expense
    
    
    (897
    )
    
    
    118
    
    
    
    (200
    )
    
    
    (109
    )Income before provision for income taxes
    
    
    25,231
    
    
    
    26,120
    
    
    
    56,880
    
    
    
    57,380Provision for income taxes
    
    
    9,840
    
    
    
    10,317
    
    
    
    22,183
    
    
    
    22,665Net income
    
    $
    15,391
    
    
    $
    15,803
    
    
    $
    34,697
    
    
    $
    34,715Basic earnings per share
    
    $
    0.35
    
    
    $
    0.33
    
    
    $
    0.77
    
    
    $
    0.71Diluted earnings per share
    
    $
    0.35
    
    
    $
    0.33
    
    
    $
    0.76
    
    
    $
    0.70Weighted average shares:Basic
    
    
    43,787
    
    
    
    47,959
    
    
    
    45,237
    
    
    
    49,179Diluted
    
    
    44,223
    
    
    
    48,316
    
    
    
    45,709
    
    
    
    49,560
  4




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For the Thirty-Nine Weeks EndedOctober 1,
    
    
    October 2,2005
    
    
    2004CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:Net income
    
    $
    34,697
    
    
    $
    34,715Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    18,355
    
    
    
    16,001Unrealized gain on marketable securities
    
    
    (30
    )
    
    
    (33
    )Stock-based compensation expense
    
    
    2,587
    
    
    
    957Deferred taxes
    
    
    7,004
    
    
    
    14,054Loss on disposal of property, plant and equipment
    
    
    253
    
    
    
    608Changes in assets and liabilities:Accounts receivable, net
    
    
    (28,251
    )
    
    
    (25,158
    )Inventory
    
    
    (22,594
    )
    
    
    (21,720
    )Prepaid expenses and other assets
    
    
    (2,523
    )
    
    
    (3,951
    )Investments in marketable securities
    
    
    (520
    )
    
    
    (370
    )Accounts payable
    
    
    9,337
    
    
    
    5,261Accrued income taxes
    
    
    (22,146
    )
    
    
    (20,032
    )Accrued expenses and other liabilities
    
    
    (1,065
    )
    
    
    (1,442
    )NET CASH USED IN OPERATING ACTIVITIES
    
    
    (4,896
    )
    
    
    (1,110
    )CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:Purchase of property, plant and equipment
    
    
    (22,344
    )
    
    
    (15,975
    )Proceeds from sale of property, plant and equipment
    
    
    14
    
    
    
    7Proceeds from sale of marketable securities
    
    
    
    
    
    
    450Purchase of intangible assets
    
    
    (604
    )
    
    
    Business acquisition
    
    
    
    
    
    
    (11,500
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (22,934
    )
    
    
    (27,018
    )CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:Net
borrowings under bank credit agreements
    
    
    125,000
    
    
    
    100,436Principal
payments on long-term debt
    
    
    
    
    
    
    (19,000
    )Payments for deferred financing costs
    
    
    (343
    )
    
    
    Payments for redemption of common stock
    
    
    (119,998
    )
    
    
    (86,611
    )Dividends
    
    
    (5,757
    )
    
    
    Net proceeds from issuance of common stock
    
    
    2,350
    
    
    
    3,389NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
    
    1,252
    
    
    
    (1,786
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    (98
    )
    
    
    6NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (26,676
    )
    
    
    (29,908
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    36,424
    
    
    
    40,730CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    9,748
    
    
    $
    10,822SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for:Interest
    
    $
    3,888
    
    
    $
    1,576Income taxes
    
    $
    37,489
    
    
    $
    28,643
  5




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October 1,
    
    
    January 1,2005
    
    
    2005Finished goods
    
    $
    61,910
    
    
    $
    41,227Work-in-process
    
    
    797
    
    
    
    284Raw materials and packaging
    
    
    8,580
    
    
    
    7,16571,287
    
    
    
    48,676Less LIFO adjustment
    
    
    (2,275
    )
    
    
    (1,775
    )$
    69,012
    
    
    $
    46,901
   October 1, 2005
    
    
    January 1, 2005Average
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    GrossUseful Life
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book(in years)
    
    
    Amount
    
    
    Amortization
    
    
    Value
    
    
    Amount
    
    
    Amortization
    
    
    ValueIndefinite life:Tradename
    
    
    N/A
    
    
    $
    1,960
    
    
    $
    
    
    
    $
    1,960
    
    
    $
    1,960
    
    
    $
    
    
    
    $
    1,960Finite life:Deferred financingcosts
    
    
    5
    
    
    
    987
    
    
    
    (360
    )
    
    
    627
    
    
    
    644
    
    
    
    (193
    )
    
    
    451Customer list
    
    
    4
    
    
    
    3,160
    
    
    
    (1,048
    )
    
    
    2,112
    
    
    
    3,160
    
    
    
    (456
    )
    
    
    2,704Non-competes
    
    
    3  4
    
    
    
    963
    
    
    
    (291
    )
    
    
    672
    
    
    
    790
    
    
    
    (114
    )
    
    
    676Trademarks
    
    
    15
    
    
    
    231
    
    
    
    (174
    )
    
    
    57
    
    
    
    231
    
    
    
    (162
    )
    
    
    69Formulas
    
    
    3
    
    
    
    431
    
    
    
    (72
    )
    
    
    359
    
    
    
    
    
    
    
    
    
    
    
    5,772
    
    
    
    (1,945
    )
    
    
    3,827
    
    
    
    4,825
    
    
    
    (925
    )
    
    
    3,900Total intangible assets
    
    
    
    
    
    $
    7,732
    
    
    $
    (1,945
    )
    
    $
    5,787
    
    
    $
    6,785
    
    
    $
    (925
    )
    
    $
    5,860
 6




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2005
    
    $
    3352006
    
    
    1,3402007
    
    
    1,3402008
    
    
    6192009
    
    
    1432010
    
    
    50Total
    
    $
    3,827
   
    
    While the original Credit Facility had two tranches  a $50 million
tranche and a $150 million tranche  the Amended Credit Facility has a
single $250 million line.
    
    The term of the Amended Credit Facility has been extended to May 18,
2010. Under the original Credit Facility, the $50 million tranche
expired on May 18, 2005, and the $150 million tranche was to expire on
May 19, 2007.
    
    Amounts outstanding under the Amended Credit Facility bear interest at
a rate equal to, at the Companys option, Citizens Bank prime rate or
a Eurodollar rate that ranges from 0.50% to 0.85% above LIBOR. Under
the original Credit Facility, the Eurodollar rate ranged from 0.70% to
1.05% above LIBOR.
    
    The Company is required to pay the lenders a quarterly commitment fee
on the unused revolving loan commitment amount which ranges from
0.125% to 0.20%. Under the original Credit Facility, the commitment
fee under Tranche A ranged from 0.15% to 0.25% and under Tranche B
ranged from 0.10% to 0.20%.
  
    
    a consolidated total debt to consolidated EBITDA ratio for the trailing twelve months of
no more than 2.25 to 1.00 (at October 1, 2005 this ratio was 1.21 to 1.00 ).
    
    a fixed charge coverage ratio (the ratio of the sum of consolidated EBITDA plus rent
expense, less taxes paid and capital expenditures to the sum of consolidated cash interest
expense plus rent expense and dividends for the trailing twelve months) of no less than
2.00 to 1.00 for fiscal 2005; and no less than 2.25 to 1.00 during fiscal 2006 and
thereafter (at October 1, 2005 this ratio was 3.10 to 1.00).
     7




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For the Thirteen Weeks Ended
    
    
    For the Thirty-Nine Weeks EndedOctober 1,
    
    
    October 2,
    
    
    October 1,
    
    
    October 2,2005
    
    
    2004
    
    
    2005
    
    
    2004Basic
    
    
    43,787
    
    
    
    47,959
    
    
    
    45,237
    
    
    
    49,179Add:Shares issuable
pursuant to stock
option grants
    
    
    436
    
    
    
    357
    
    
    
    472
    
    
    
    381Diluted
    
    
    44,223
    
    
    
    48,316
    
    
    
    45,709
    
    
    
    49,560
     8




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For the Thirteen Weeks
    
    
    For the Thirty-Nine WeeksEnded
    
    
    EndedOctober 1,
    
    
    October 2,
    
    
    October 1,
    
    
    October 2,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    15,391
    
    
    $
    15,803
    
    
    $
    34,697
    
    
    $
    34,715Add: Stock-based compensation expense
included in reported net income, net of
related tax effects
    
    
    537
    
    
    
    232
    
    
    
    1,578
    
    
    
    579Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related tax
effects
    
    
    666
    
    
    
    514
    
    
    
    1,966
    
    
    
    1,426Pro forma net income
    
    $
    15,262
    
    
    $
    15,521
    
    
    $
    34,309
    
    
    $
    33,868Earnings per share:Basic-as reported
    
    $
    0.35
    
    
    $
    0.33
    
    
    $
    0.77
    
    
    $
    0.71Basic-pro forma
    
    $
    0.35
    
    
    $
    0.32
    
    
    $
    0.76
    
    
    $
    0.69Weighted average basic shares outstanding
    
    
    43,787
    
    
    
    47,959
    
    
    
    45,237
    
    
    
    49,179Diluted-as reported
    
    $
    0.35
    
    
    $
    0.33
    
    
    $
    0.76
    
    
    $
    0.70Diluted-pro forma
    
    $
    0.35
    
    
    $
    0.32
    
    
    $
    0.75
    
    
    $
    0.68Weighted average diluted shares outstanding
    
    
    44,223
    
    
    
    48,316
    
    
    
    45,709
    
    
    
    49,560
  2005
    
    
    2004Volatility
    
    
    34.0
    %
    
    
    36.1
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Risk free interest rate
    
    
    3.2
    %
    
    
    3.0
    %Expected lives
    
    4 years
    
    4 years
    9




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(in thousands)Balance perCondensedUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirteen Weeks Ended October 1, 2005
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    57,878
    
    
    $
    78,622
    
    
    $
    
    
    
    $
    136,500Gross Profit
    
    
    39,313
    
    
    
    36,819
    
    
    
    
    
    
    
    76,132Income from operations
    
    
    9,045
    
    
    
    32,320
    
    
    
    (14,689
    )
    
    
    26,676Other expense
    
    
    
    
    
    
    
    
    
    
    (1,445
    )
    
    
    (1,445
    )Income before
provision for income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,231
 Balance perCondensedUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirteen Weeks Ended October 2, 2004
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    54,597
    
    
    $
    73,316
    
    
    $
    
    
    
    $
    127,913Gross Profit
    
    
    37,501
    
    
    
    35,506
    
    
    
    
    
    
    
    73,007Income from operations
    
    
    10,042
    
    
    
    31,151
    
    
    
    (13,862
    )
    
    
    27,331Other expense
    
    
    
    
    
    
    
    
    
    
    (1,211
    )
    
    
    (1,211
    )Income before provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,120
 Balance perCondensedUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirty-Nine Weeks Ended October 1, 2005
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    159,586
    
    
    $
    204,717
    
    
    $
    
    
    
    $
    364,303Gross Profit
    
    
    104,946
    
    
    
    97,872
    
    
    
    
    
    
    
    202,818Income from operations
    
    
    18,447
    
    
    
    84,988
    
    
    
    (41,963
    )
    
    
    61,472Other expense
    
    
    
    
    
    
    
    
    
    
    (4,592
    )
    
    
    (4,592
    )Income before provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,880
 Balance perCondensedUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirty-Nine Weeks Ended October 2, 2004
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    148,615
    
    
    $
    186,725
    
    
    $
    
    
    
    $
    335,340Gross Profit
    
    
    100,066
    
    
    
    89,102
    
    
    
    
    
    
    
    189,168Income from operations
    
    
    21,560
    
    
    
    78,180
    
    
    
    (39,414
    )
    
    
    60,326Other expense
    
    
    
    
    
    
    
    
    
    
    (2,946
    )
    
    
    (2,946
    )Income before provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,380
   10




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Sales/receivables
  Other Income Statement Accounts
  11




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Inventory
  Taxes
  Value of long-lived assets, including intangibles
  Operating Leases
  Stock-Based Compensation
  12




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Self-insurance
  PERFORMANCE MEASURES
  FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
  Seasonality.
 New Store Openings.
 New Wholesale Accounts.
 RESULTS OF OPERATIONS
 Overview
  13




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##### Table of Contents



Executive Summary
 
    
    For the thirteen weeks ended October 1, 2005, we reported net earnings of $15.4 million
and diluted earnings per share of $0.35 compared to net earnings of $15.8 million and
diluted earnings per share of $0.33 for the thirteen weeks ended October 2, 2004. Net sales
increased 6.7% to $136.5 million for the thirteen weeks ended October 1, 2005 from $127.9
million for the thirteen weeks ended October 2, 2004.
    
    For the thirty-nine weeks ended October 1, 2005, we reported net earnings of $34.7
million and diluted earnings per share of $0.76 compared to net earnings of $34.7 million
and diluted earnings per share of $0.70 for the thirty-nine weeks ended October 2, 2004.
Net sales increased 8.6% to $364.3 million for the thirty-nine weeks ended October 1, 2005
from $335.3 million for the thirty-nine weeks ended October 2, 2004.
    
    We enhanced our business by continuing to introduce innovative new products through our
retail and wholesale channels, continued investments in the modernization of existing
stores and the introduction of new stores, and investing in information systems and supply
chain operations.
    
    We opened 30 new retail stores during the thirty-nine weeks ended October 1, 2005,
bringing our total retail store count to 372. We added 594 net new wholesale locations
during the thirty-nine weeks ended October 1, 2005, bringing our total wholesale location
count to 18,394, including our European operations.
    
    We ended the third quarter with $200.0 million of outstanding borrowings under our
Amended Credit Facility as compared to $75.0 million at January 1, 2005. The increase was
primarily due to using the Amended Credit Facility to fund share repurchases, capital
expenditures and our seasonal borrowing requirements. Borrowing availability totaled $48.7
million at October 1, 2005.
 Thirteen and Thirty-Nine weeks ended October 1, 2005 versus October 2, 2004
     14




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Wholesale Operations
  Retail Operations
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LIQUIDITY AND CAPITAL RESOURCES
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FUTURE OPERATING RESULTS
  If we fail to grow our business as planned, our future operating results may suffer. As we grow, it
will be difficult to maintain our historical growth rates.
   We may be unable to continue to open new stores successfully.
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.
 We face significant competition in the giftware industry. This competition could cause our revenues
or margins to fall short of expectations which could adversely affect our future operating results,
financial condition and liquidity and our ability to continue to grow our business.
  A material decline in consumers discretionary income could cause our sales and income to decline.
  Because we are not a diversified company and are effectively dependent upon one industry, we have
less flexibility in reacting to unfavorable consumer trends, adverse economic conditions or
business cycles.
  If we lose our senior executive officers, or are unable to attract and retain the talent required
for our business, our business could be disrupted and our financial performance could suffer.
  Many aspects of our manufacturing and distribution facilities are customized for our business; as a
result, the loss of one of these facilities would disrupt our operations.
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Seasonal, quarterly and other fluctuations in our business, and general industry and market
conditions, could affect the market for our common stock.
  Sustained interruptions in the supply of products from overseas may affect our operating results.
  Provisions in our corporate documents and Massachusetts law could delay or prevent a change in
control of Yankee Candle.
  
    
    authorizing the issuance of preferred stock, the terms of which may be determined
at the sole discretion of the board of directors,
    
    providing for a classified board of directors, with staggered three-year terms, and
    
    establishing advance notice requirements for nominations for election to the board
of directors or for proposing matters that can be acted on by stockholders at
meetings.
  We are subject to a class action lawsuit in California.
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Further increases in oil prices will negatively impact our cost of goods sold and margins. Any
shortages in refined oil supplies could impact our wax supply.
   Other factors may also cause our actual results to differ materially from our estimates and
projections.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     
 Item 4. Controls and Procedures
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ApproximateDollar Value ofTotal Number of Shares
    
    
    Shares that MayPurchased as Part of
    
    
    Yet be PurchasedTotal Number of
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Under the Plans orPeriod
    
    Shares Purchased (1)
    
    
    Paid per Share
    
    
    Plans or Programs (2) (3)
    
    
    Programs1/1/05-2/5/05
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    100,000,0002/6/05-3/5/05
    
    
    871,475
    
    
    
    30.92
    
    
    
    871,475
    
    
    $
    73,053,9933/6/05-4/2/05
    
    
    415,000
    
    
    
    31.23
    
    
    
    415,000
    
    
    $
    60,093,5434/3/05-5/7/05
    
    
    1,949,300
    
    
    
    30.45
    
    
    
    1,949,300
    
    
    $
    737,3585/8/05-6/4/05
    
    
    22,811
    
    
    
    32.32
    
    
    
    22,811
    
    
    $
    6/5/05-7/2/05
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    $
    150,000,0007/3/05-8/6/05
    
    
    525,000
    
    
    
    29.77
    
    
    
    525,000
    
    
    $
    134,370,7508/7/05-9/3/05
    
    
    148,798
    
    
    
    29.38
    
    
    
    148,798
    
    
    $
    129,999,0659/4/05-10/1/05
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    129,999,065Total
    
    
    3,932,384
    
    
    $
    30.52
    
    
    
    3,932,384
 
    
   
   
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10.1
    
    Employment Letter Agreement between The Yankee Candle Company, Inc. and Richard Ruffalo
dated August 12, 2005 (1)31.1
    
    Certification of Craig W. Rydin Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, dated November 7, 2005.31.2
    
    Certification of Bruce H. Besanko Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, dated November 7, 2005.32.1
    
    Certification of Craig W. Rydin Pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, dated November 7, 2005.32.2
    
    Certification of Bruce H. Besanko Pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, dated November 7, 2005.(1)
    
    Incorporated by reference from the Companys Current Report on Form 8-K dated September
9, 2005.
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THE YANKEE CANDLE COMPANY, INC./s/ Bruce H. BesankoDate: November 7, 2005
    By: Bruce H. BesankoSenior Vice President, Finance
and Chief Financial Officer

(Principal Financial Officer) 25