##### 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
 July 2, 2005
 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




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Item
    
    PagePART I. Financial InformationItem 1. Financial Statements-UnauditedCondensed Consolidated Balance Sheets as of July 2, 2005 and January 1, 2005
    
    
    3Condensed Consolidated Statements of Income for the
 Thirteen and Twenty-Six weeks ended July 2, 2005 and July 3, 2004
    
    
    4Condensed Consolidated Statements of Cash Flows for the
 Twenty-Six weeks ended July 2, 2005 and July 3, 2004
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II. Other InformationItem 1. Legal Proceedings
    
    
    21Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    23EX-31.1 Certification of CEO pursuant to Section 302EX-31.2 Certification of CFO pursuant to Section 302EX-32.1 Certification of CEO pursuant to Section 906EX-32.2 Certification of CFO pursuant to Section 906
  2




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July 2,
    
    
    January 1,2005
    
    
    2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    10,114
    
    
    $
    36,424Accounts receivable, net
    
    
    32,558
    
    
    
    28,231Inventory
    
    
    57,291
    
    
    
    46,901Prepaid expenses and other current assets
    
    
    11,390
    
    
    
    8,112Deferred tax assets
    
    
    4,129
    
    
    
    3,876TOTAL CURRENT ASSETS
    
    
    115,482
    
    
    
    123,544PROPERTY, PLANT AND EQUIPMENT-NET
    
    
    125,133
    
    
    
    126,365MARKETABLE SECURITIES
    
    
    1,913
    
    
    
    1,499DEFERRED TAX ASSETS
    
    
    79,939
    
    
    
    84,697GOODWILL
    
    
    3,939
    
    
    
    3,939INTANGIBLE ASSETS
    
    
    6,122
    
    
    
    5,860OTHER ASSETS
    
    
    415
    
    
    
    455TOTAL ASSETS
    
    $
    332,943
    
    
    $
    346,359LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    19,150
    
    
    $
    20,246Accrued payroll
    
    
    10,658
    
    
    
    14,492Accrued income taxes
    
    
    
    
    
    
    26,264Other accrued liabilities
    
    
    9,812
    
    
    
    18,435TOTAL CURRENT LIABILITIES
    
    
    39,620
    
    
    
    79,437DEFERRED COMPENSATION OBLIGATION
    
    
    1,998
    
    
    
    1,659LONG-TERM DEBT
    
    
    182,000
    
    
    
    75,000DEFERRED RENT
    
    
    11,297
    
    
    
    10,600STOCKHOLDERS EQUITY
    
    
    98,028
    
    
    
    179,663TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    332,943
    
    
    $
    346,359
  3




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For the Thirteen Weeks
    
    
    For the Twenty-Six WeeksEnded
    
    
    EndedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    108,548
    
    
    $
    100,908
    
    
    $
    227,803
    
    
    $
    207,427Cost of sales
    
    
    46,694
    
    
    
    43,895
    
    
    
    101,118
    
    
    
    91,266Gross profit
    
    
    61,854
    
    
    
    57,013
    
    
    
    126,685
    
    
    
    116,161Selling expenses
    
    
    32,122
    
    
    
    29,763
    
    
    
    64,615
    
    
    
    57,614General and administrative expenses
    
    
    13,742
    
    
    
    12,312
    
    
    
    27,274
    
    
    
    25,552Income from operations
    
    
    15,990
    
    
    
    14,938
    
    
    
    34,796
    
    
    
    32,995Interest income
    
    
    (6
    )
    
    
    (4
    )
    
    
    (12
    )
    
    
    (9
    )Interest expense
    
    
    1,526
    
    
    
    1,159
    
    
    
    2,462
    
    
    
    1,971Other expense (income)
    
    
    479
    
    
    
    (134
    )
    
    
    697
    
    
    
    (227
    )Income before provision for income taxes
    
    
    13,991
    
    
    
    13,917
    
    
    
    31,649
    
    
    
    31,260Provision for income taxes
    
    
    5,457
    
    
    
    5,497
    
    
    
    12,343
    
    
    
    12,348Net income
    
    $
    8,534
    
    
    $
    8,420
    
    
    $
    19,306
    
    
    $
    18,912Basic earnings per share
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.42
    
    
    $
    0.38Diluted earnings per share
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.42
    
    
    $
    0.38Weighted average shares:Basic
    
    
    45,048
    
    
    
    49,298
    
    
    
    45,963
    
    
    
    49,790Diluted
    
    
    45,594
    
    
    
    49,671
    
    
    
    46,453
    
    
    
    50,182
  4




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For the Twenty-Six Weeks EndedJuly 2,
    
    
    July 3,2005
    
    
    2004CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:Net income
    
    $
    19,306
    
    
    $
    18,912Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    12,095
    
    
    
    10,557Unrealized loss (gain) on marketable securities
    
    
    6
    
    
    
    (53
    )Stock-based compensation expense
    
    
    1,707
    
    
    
    573Deferred taxes
    
    
    4,504
    
    
    
    6,700Loss on disposal of fixed assets
    
    
    62
    
    
    
    182Changes in assets and liabilities:Accounts receivable, net
    
    
    (4,671
    )
    
    
    (702
    )Inventory
    
    
    (10,872
    )
    
    
    (10,856
    )Prepaid expenses and other assets
    
    
    (3,367
    )
    
    
    (4,868
    )Investments in marketable securities
    
    
    (419
    )
    
    
    (320
    )Accounts payable
    
    
    (1,058
    )
    
    
    (6,594
    )Accrued income taxes
    
    
    (25,609
    )
    
    
    (21,118
    )Accrued expenses and other liabilities
    
    
    (10,415
    )
    
    
    (5,361
    )NET CASH USED IN OPERATING ACTIVITIES
    
    
    (18,731
    )
    
    
    (12,948
    )CASH FLOWS USED IN INVESTING ACTIVITIES:Purchase of property and equipment
    
    
    (10,045
    )
    
    
    (9,785
    )Proceeds from sale of property and equipment
    
    
    14
    
    
    
    9Purchase of intangible assets
    
    
    (604
    )
    
    
    Business acquisition
    
    
    
    
    
    
    (11,500
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (10,635
    )
    
    
    (21,276
    )CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:Net borrowings under bank credit agreements
    
    
    107,000
    
    
    
    90,436Payments for deferred financing costs
    
    
    (343
    )
    
    
    Payments for redemption of common stock
    
    
    (100,000
    )
    
    
    (71,623
    )Principal payments on long-term debt
    
    
    
    
    
    
    (19,000
    )Dividends paid
    
    
    (5,757
    )
    
    
    Net proceeds from issuance of common stock
    
    
    2,231
    
    
    
    2,720NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    3,131
    
    
    
    2,533EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    (75
    )
    
    
    25NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (26,310
    )
    
    
    (31,666
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    36,424
    
    
    
    40,730CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    10,114
    
    
    $
    9,064SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for:Interest
    
    $
    1,706
    
    
    $
    649Income taxes
    
    $
    35,321
    
    
    $
    28,043
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July 2,
    
    
    January 1,2005
    
    
    2005Finished goods
    
    $
    52,813
    
    
    $
    41,227Work-in-process
    
    
    384
    
    
    
    284Raw materials and packaging
    
    
    6,369
    
    
    
    7,16559,566
    
    
    
    48,676Less LIFO adjustment
    
    
    (2,275
    )
    
    
    (1,775
    )$
    57,291
    
    
    $
    46,901
   July 2, 2005
    
    
    January 1, 2005Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Book
    
    
    Carrying
    
    
    Accumulated
    
    
    Net BookAmount
    
    
    Amortization
    
    
    Value
    
    
    Amount
    
    
    Amortization
    
    
    ValueIndefinite life:Tradename
    
    $
    1,960
    
    
    $
    
    
    
    $
    1,960
    
    
    $
    1,960
    
    
    $
    
    
    
    $
    1,960Finite life:Deferred financing
costs
    
    
    987
    
    
    
    (326
    )
    
    
    661
    
    
    
    644
    
    
    
    (193
    )
    
    
    451Customer list
    
    
    3,160
    
    
    
    (851
    )
    
    
    2,309
    
    
    
    3,160
    
    
    
    (456
    )
    
    
    2,704Non-competes
    
    
    963
    
    
    
    (227
    )
    
    
    736
    
    
    
    790
    
    
    
    (114
    )
    
    
    676Trademarks
    
    
    231
    
    
    
    (170
    )
    
    
    61
    
    
    
    231
    
    
    
    (162
    )
    
    
    69Formulas
    
    
    431
    
    
    
    (36
    )
    
    
    395
    
    
    
    
    
    
    
    
    
    
    
    5,772
    
    
    
    (1,610
    )
    
    
    4,162
    
    
    
    4,825
    
    
    
    (925
    )
    
    
    3,900Total intangible assets
    
    $
    7,732
    
    
    $
    (1,610
    )
    
    $
    6,122
    
    
    $
    6,785
    
    
    $
    (925
    )
    
    $
    5,860
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2005
    
    $
    6702006
    
    
    1,3402007
    
    
    1,3402008
    
    
    6192009
    
    
    1432010
    
    
    50Total
    
    $
    4,162
   
    
    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 tranche.
    
    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%.
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
    
    a consolidated total debt to consolidated EBITDA ratio of no more than 2.25 to 1.00 (at July
2, 2005 this ratio was 1.12 to 1.00 ).
    
    a fixed charge coverage ratio (the ratio of the sum of consolidated EBITDA plus rent
expense, less cash taxes paid and capital expenditures to the sum of consolidated cash
interest expense plus rent expense and dividends) 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 July 2, 2005 this
ratio was 3.97 to 1.00).
       For the Thirteen Weeks Ended
    
    
    For the Twenty-Six Weeks EndedJuly 2, 2005
    
    
    July 3, 2004
    
    
    July 2, 2005
    
    
    July 3, 2004Basic
    
    
    45,048
    
    
    
    49,298
    
    
    
    45,963
    
    
    
    49,790Add:Shares issuable
pursuant to stock
option grants
    
    
    546
    
    
    
    373
    
    
    
    490
    
    
    
    392Diluted
    
    
    45,594
    
    
    
    49,671
    
    
    
    46,453
    
    
    
    50,182
    8




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For the Thirteen Weeks
    
    
    For the Twenty-Six WeeksEnded
    
    
    EndedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    8,534
    
    
    $
    8,420
    
    
    $
    19,306
    
    
    $
    18,912Add: Stock-based compensation expense
included in reported net income, net of
related tax effects
    
    
    586
    
    
    
    176
    
    
    
    1,041
    
    
    
    347Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related tax
effects
    
    
    715
    
    
    
    458
    
    
    
    1,299
    
    
    
    911Pro forma net income
    
    $
    8,405
    
    
    $
    8,138
    
    
    $
    19,048
    
    
    $
    18,348Earnings per share:Basic-as reported
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.42
    
    
    $
    0.38Basic-pro forma
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.41
    
    
    $
    0.37Weighted average basic shares outstanding
    
    
    45,048
    
    
    
    49,298
    
    
    
    45,963
    
    
    
    49,790Diluted-as reported
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.42
    
    
    $
    0.38Diluted-pro forma
    
    $
    0.18
    
    
    $
    0.16
    
    
    $
    0.41
    
    
    $
    0.37Weighted average diluted shares outstanding
    
    
    45,594
    
    
    
    49,671
    
    
    
    46,453
    
    
    
    50,182
  2005
    

    2004Volatility
    
    
    34
    %
    
    
    42
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Risk free interest rate
    
    
    3.15
    %
    
    
    2.87
    %Expected lives
    
    4 years
    
    4 years
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(in thousands)Balance perUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirteen Weeks Ended July 2, 2005
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    49,889
    
    
    $
    58,659
    
    
    $
    
    
    
    $
    108,548Gross Profit
    
    
    34,191
    
    
    
    27,663
    
    
    
    
    
    
    
    61,854Operating Margin
    
    
    6,300
    
    
    
    23,432
    
    
    
    (13,742
    )
    
    
    15,990Other expense
    
    
    
    
    
    
    
    
    
    
    (1,999
    )
    
    
    (1,999
    )Income before provision for
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,991
 Balance perUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofThirteen Weeks Ended July 3, 2004
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    48,114
    
    
    $
    52,794
    
    
    $
    
    
    
    $
    100,908Gross Profit
    
    
    31,985
    
    
    
    25,028
    
    
    
    
    
    
    
    57,013Operating Margin
    
    
    5,509
    
    
    
    21,741
    
    
    
    (12,312
    )
    
    
    14,938Other expense
    
    
    
    
    
    
    
    
    
    
    (1,021
    )
    
    
    (1,021
    )Income before provision for
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,917
 Balance perUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofTwenty-Six Weeks Ended July 2, 2005
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    101,709
    
    
    $
    126,094
    
    
    $
    
    
    
    $
    227,803Gross Profit
    
    
    65,632
    
    
    
    61,053
    
    
    
    
    
    
    
    126,685Operating Margin
    
    
    9,402
    
    
    
    52,668
    
    
    
    (27,274
    )
    
    
    34,796Other expense
    
    
    
    
    
    
    
    
    
    
    (3,147
    )
    
    
    (3,147
    )Income before
provision for
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,649
 Balance perUnallocated/
    
    
    ConsolidatedCorporate/
    
    
    Statements ofTwenty-Six Weeks Ended July 3, 2004
    
    Retail
    
    
    Wholesale
    
    
    Other
    
    
    IncomeSales
    
    $
    94,018
    
    
    $
    113,409
    
    
    $
    
    
    
    $
    207,427Gross Profit
    
    
    62,566
    
    
    
    53,595
    
    
    
    
    
    
    
    116,161Operating Margin
    
    
    11,519
    
    
    
    47,028
    
    
    
    (25,552
    )
    
    
    32,995Other expense
    
    
    
    
    
    
    
    
    
    
    (1,735
    )
    
    
    (1,735
    )Income before
provision for
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,260
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Sales/receivables
  Inventory
  Taxes
  Value of long-lived assets, including intangibles
  12




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Operating Leases
  Stock based compensation
  Self-insurance
  PERFORMANCE MEASURES
  FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
  Seasonality.
 New Store Openings.
 New Wholesale Accounts.
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RESULTS OF OPERATIONS
 Overview
   Executive Summary
      Thirteen and Twenty-six weeks ended July 2, 2005 versus July 3, 2004
     14




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LIQUIDITY AND CAPITAL RESOURCES
  16




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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.
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We may be unable to continue to open new stores successfully.
  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.
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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.
  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.
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We are subject to a class action lawsuit in California.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     
 Item 4. Controls and Procedures
   
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Remaining FundsTotal Number of Shares
    
    
    Available toPurchased as Part of
    
    
    Repurchase SharesTotal Number of
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Under the PlansPeriod
    
    Shares Purchased (1)
    
    
    Paid per Share
    
    
    Plans or Programs (2)
    
    
    or 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Total
    
    
    3,258,586
    
    
    $
    30.69
    
    
    
    3,258,586
 
 (1)
    
    All repurchases by us of our common stock during the twenty-six weeks ended July 2,
2005 were done pursuant to the repurchase program that we publicly announced on December
7, 2004 (the Program).(2)
    
    Our Board of Directors approved the repurchase of up to $100 million of our common
stock pursuant to the Program. There was no expiration date for the Program, and it
expired when we reached the $100 million threshold. 
   
   Nominee
    
    Votes For
    
    Votes WithheldSandra J. Horbach
    
    
    25,953,560
    
    
    
    17,946,377Robert J. OConnell
    
    
    43,705,988
    
    
    
    193,949Craig W. Rydin
    
    
    43,418,397
    
    
    
    481,540Doreen A. Wright
    
    
    43,709,158
    
    
    
    190,779
  21




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##### Table of Contents



3.1
    
    Amended and Restated By-Laws of The Yankee Candle Company, Inc. (2)10.1
    
    First Amendment to Revolving Credit Agreement, among The Yankee Candle Company, Inc.,
Citizens Bank of Massachusetts and other participating lenders. (1)10.2
    
    2005 Stock Option and Award Plan (2)10.3
    
    Form of Nonqualified Stock Option Agreement (2)10.4
    
    Form of Indemnification Agreement between The Yankee Candle Company, Inc. and each of
its directors and executive officers. (2)31.1
    
    Certification of Craig W. Rydin Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, dated July 28, 2005.31.2
    
    Certification of Bruce H. Besanko Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, dated July 28, 2005.32.1
    
    Certification of Craig W. Rydin Pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, dated July 28, 2005.32.2
    
    Certification of Bruce H. Besanko Pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, dated July 28, 2005.(1)
    
    Incorporated by reference from the Companys Current Report on Form 8-K dated May 24,
2005.(2)
    
    Incorporated by reference from the Companys Current Report on Form 8-K dated June 8,
2005.
 22




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##### Table of Contents



THE YANKEE CANDLE COMPANY, INC./s/ Bruce H. BesankoDate: July 28, 2005
    
    By: Bruce H. BesankoSenior Vice President, Financeand Chief Financial Officer(Principal Financial Officer)
 23