##### Table of Contents



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:      September 27, 2003

Commission File Number:     001-15023

THE YANKEE CANDLE COMPANY, INC.




(Exact name of registrant as specified in its charter)


|                                |  |                                     
|------------------------------- |  | ------------------------------------
|MASSACHUSETTS                   |  | 04 259 1416                         
|                                |  |                                     
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     

16 YANKEE CANDLE WAY
SOUTH DEERFIELD, MASSACHUSETTS 01373
(Address of principal executive office and zip code)

(413) 665-8306
(Registrants telephone number, including area code)

Indicate by check mark whether 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 o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes x No o

The registrant had 50,851,518 shares of Common Stock, par value $0.01,
outstanding as of November 5, 2003.





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TABLE OF CONTENTS



|                                        |                                                                                               |                                                      |  |  |  |  |  | 
|--------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I.Financial Information           
|                                        | Item 1. Condensed Consolidated Financial Statements                                          
|                                        |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                        |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                        |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                        |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                        | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                        | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                        | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION             
|                                        | Item 1. Legal Proceedings                                                                    
|                                        | Item 2. Changes in Securities and Use of Proceeds                                            
|                                        | Item 3. Defaults Upon Senior Securities                                                      
|                                        | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                        | Item 5. Other Information                                                                    
|                                        | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                             
|EX-31.1 SECTION 302 (CEO) CERTIFICATION
|EX-31.2 SECTION 302 (CFO) CERTIFICATION
|EX-32.1 SECTION 906 (CEO) CERTIFICATION
|EX-32.2 SECTION 906 (CFO) CERTIFICATION



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THE YANKEE CANDLE COMPANY, INC.

FORM 10-Q  Quarter Ended September 27, 2003

This Quarterly Report on Form 10-Q contains a number of forward-looking
statements. Any statements contained herein, including without limitation
statements to the effect that The Yankee Candle Company, Inc. and its
subsidiaries (Yankee Candle, the Company, we, and us) or its management
believes, expects, anticipates, plans and similar expressions, that
relate to prospective events or developments should be considered
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date the
statement was made. There are a number of important factors that could cause
our actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, those
set forth below in Managements Discussion and Analysis of Financial Condition
and Results of Operations - Future Operating Results. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

Table of Contents

|                                                                                              |                                                                                                                                        |      |    |   | 
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|Item                                                                                          |                                                                                                                                        | Page
|                                                                                              |                                                                                                                                        |     
|PART I. Financial Information                                                                 |                                                                                                                                        |      |    |  
|Item 1. Condensed Consolidated Financial Statements                                           |                                                                                                                                        |      |    |  
|                                                                                              | Condensed Consolidated Balance Sheets
as of September 27, 2003 and December 28, 2002                                                   |      |    | 3 | 
|                                                                                              | Condensed Consolidated Statements of Operations
for the Thirteen and Thirty-Nine Weeks Ended September 27, 2003
and September 28, 2002 |      |    | 4 | 
|                                                                                              | Condensed Consolidated Statements of Cash Flows for the
Thirty-Nine Weeks Ended September 27, 2003 and September 28, 2002              |      |    | 5 | 
|                                                                                              | Notes to the Condensed Consolidated Financial Statements                                                                               |      |    | 6 | 
|Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                                                        |      | 10 |  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                        |      | 17 |  
|Item 4. Controls and Procedures                                                               |                                                                                                                                        |      | 17 |  
|PART II. Other Information                                                                    |                                                                                                                                        |      |    |  
|Item 1. Legal Proceedings                                                                     |                                                                                                                                        |      | 18 |  
|Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                                        |      | 18 |  
|Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                                        |      | 18 |  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                        |      | 18 |  
|Item 5. Other Information                                                                     |                                                                                                                                        |      | 18 |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                        |      | 18 |  
|Signatures                                                                                    |                                                                                                                                        |      | 19 |  

2



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##### Table of Contents






PART I. Financial Information




Item 1. Condensed Consolidated Financial Statements




THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                           |                                      |                                           |         |   |               |   |              |   |          |   | 
|------------------------------------------ | ------------------------------------ | ----------------------------------------- | ------- | - | ------------- | - | ------------ | - | -------- | - | 
|                                           |                                      |                                           |         |   | September 27, |   | December 28,
|                                           |                                      |                                           |         |   | 2003          |   | 2002        
|                                           |                                      |                                           |         |   |               |   |             
|                                           |                                      |                                           |         |   | (Unaudited)   |   |              |   |         
|                                           |                                      |                                           | ASSETS  |   |               |   |              |   |          |   | 
|CURRENT ASSETS:                            |                                      |                                           |         |   |               |   |              |  
|                                           |                                      | Cash and cash equivalents                 |         | $ | 8,890         |   |              | $ | 43,689   |  
|                                           |                                      | Accounts receivable                       |         |   | 40,394        |   |              |   | 25,356   |  
|                                           |                                      | Inventory                                 |         |   | 55,180        |   |              |   | 34,529   |  
|                                           |                                      | Prepaid expenses and other current assets |         |   | 8,839         |   |              |   | 6,584    |  
|                                           |                                      | Deferred tax assets                       |         |   | 2,434         |   |              |   | 2,434    |  
|                                           |                                      |                                           |         |   |               |   |              |  
|TOTAL CURRENT ASSETS                       |                                      |                                           | 115,737 |   |               |   | 112,592      |  
|PROPERTY, PLANT AND EQUIPMENT-NET          |                                      |                                           | 113,579 |   |               |   | 111,761      |  
|MARKETABLE SECURITIES                      |                                      |                                           | 1,410   |   |               |   | 955          |  
|DEFERRED FINANCING COSTS                   |                                      |                                           | 866     |   |               |   | 1,701        |  
|DEFERRED TAX ASSETS                        |                                      |                                           | 104,144 |   |               |   | 113,144      |  
|OTHER ASSETS                               |                                      |                                           | 466     |   |               |   | 490          |  
|                                           |                                      |                                           |         |   |               |   |              |  
|TOTAL ASSETS                               |                                      | $                                         | 336,202 |   |               | $ | 340,643      |  
|                                           |                                      |                                           |         |   |               |   |              |  
|                                           | LIABILITIES AND STOCKHOLDERS EQUITY |                                           |         |   |               |   |              |   |         
|CURRENT LIABILITIES:                       |                                      |                                           |         |   |               |   |              |  
|                                           |                                      | Accounts payable                          |         | $ | 26,560        |   |              | $ | 20,601   |  
|                                           |                                      | Accrued payroll                           |         |   | 10,883        |   |              |   | 12,335   |  
|                                           |                                      | Accrued income taxes                      |         |   |              |   |              |   | 18,014   |  
|                                           |                                      | Other accrued liabilities                 |         |   | 13,168        |   |              |   | 12,460   |  
|                                           |                                      | Current portion of long-term debt         |         |   | 110,035       |   |              |   | 32,000   |  
|                                           |                                      |                                           |         |   |               |   |              |  
|TOTAL CURRENT LIABILITIES                  |                                      |                                           | 160,646 |   |               |   | 95,410       |  
|DEFERRED COMPENSATION OBLIGATION           |                                      |                                           | 1,321   |   |               |   | 901          |  
|LONG TERM DEBT  Less current portion      |                                      |                                           |        |   |               |   | 28,600       |  
|DEFERRED RENT                              |                                      |                                           | 3,567   |   |               |   | 2,820        |  
|STOCKHOLDERS EQUITY:                      |                                      |                                           |         |   |               |   |              |  
|                                           |                                      | Common stock                              |         |   | 1,044         |   |              |   | 1,042    |  
|                                           |                                      | Additional paid-in capital                |         |   | 226,232       |   |              |   | 224,815  |  
|                                           |                                      | Treasury stock                            |         |   | (287,626      | ) |              |   | (213,883 | )
|                                           |                                      | Retained earnings                         |         |   | 230,845       |   |              |   | 201,004  |  
|                                           |                                      | Unearned stock compensation               |         |   | (23           | ) |              |   | (88      | )
|                                           |                                      | Accumulated other comprehensive income    |         |   | 196           |   |              |   | 22       |  
|                                           |                                      |                                           |         |   |               |   |              |  
|TOTAL STOCKHOLDERS EQUITY                 |                                      |                                           | 170,668 |   |               |   | 212,912      |  
|                                           |                                      |                                           |         |   |               |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                                      | $                                         | 336,202 |   |               | $ | 340,643      |  
|                                           |                                      |                                           |         |   |               |   |              |  

See notes to Condensed Consolidated Financial Statements

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THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |        | 
|---------------------------------------- | ------- | - | ---------------------------- | ------ | ------------------------------- | - | ------------- | ------ | ------------- | - | ------- | ------ |  | - | ------- | ------ | 
|                                         |         |   | For the Thirteen Weeks Ended |        | For the Thirty-Nine Weeks Ended
|                                         |         |   | September 27,                |        | September 28,                   |   | September 27, |        | September 28,
|                                         |         |   | 2003                         |        | 2002                            |   | 2003          |        | 2002         
|                                         |         |   |                              |        |                                 |   |               |        |              
|Sales                                    |         | $ | 114,134                      |        |                                 | $ | 99,037        |        |               | $ | 303,580 |        |  | $ | 268,517 |       
|Cost of goods sold                       |         |   | 49,906                       |        |                                 |   | 44,840        |        |               |   | 135,203 |        |  |   | 124,688 |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Gross profit                             |         |   | 64,228                       |        |                                 |   | 54,197        |        |               |   | 168,377 |        |  |   | 143,829 |       
|Selling expenses                         |         |   | 28,653                       |        |                                 |   | 23,634        |        |               |   | 80,192  |        |  |   | 67,305  |       
|General and administrative expenses      |         |   | 12,146                       |        |                                 |   | 10,818        |        |               |   | 36,272  |        |  |   | 32,383  |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Income from operations                   |         |   | 23,429                       |        |                                 |   | 19,745        |        |               |   | 51,913  |        |  |   | 44,141  |       
|Interest income                          |         |   | (2                           | )      |                                 |   | (2            | )      |               |   | (29     | )      |  |   | (20     | )     
|Interest expense                         |         |   | 873                          |        |                                 |   | 1,253         |        |               |   | 2,474   |        |  |   | 3,719   |       
|Other (income) expense                   |         |   | (19                          | )      |                                 |   | (108          | )      |               |   | 144     |        |  |   | (102    | )     
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Income before provision for income taxes |         |   | 22,577                       |        |                                 |   | 18,602        |        |               |   | 49,324  |        |  |   | 40,544  |       
|Provision for income taxes               |         |   | 8,918                        |        |                                 |   | 7,254         |        |               |   | 19,483  |        |  |   | 15,812  |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Net income                               |         | $ | 13,659                       |        |                                 | $ | 11,348        |        |               | $ | 29,841  |        |  | $ | 24,732  |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Basic earnings per share                 |         | $ | 0.26                         |        |                                 | $ | 0.21          |        |               | $ | 0.55    |        |  | $ | 0.46    |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Diluted earnings per share               |         | $ | 0.26                         |        |                                 | $ | 0.21          |        |               | $ | 0.55    |        |  | $ | 0.45    |       
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|Weighted average shares:                 |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|                                         | Basic   |   |                              | 52,940 |                                 |   |               | 53,882 |               |   |         | 53,813 |  |   |         | 53,798 | 
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       
|                                         | Diluted |   |                              | 53,357 |                                 |   |               | 54,652 |               |   |         | 54,264 |  |   |         | 54,724 | 
|                                         |         |   |                              |        |                                 |   |               |        |               |   |         |        |  |   |         |       

See notes to Condensed Consolidated Financial Statements

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THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |        |         |  
|------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------------ | ------- | ------------------------------- | ------- | ------------- | ------- | ------ | ------- | -
|                                                                                            |                                                      |                                                                    |         | For the Thirty-Nine Weeks Ended
|                                                                                            |                                                      |                                                                    |         |                                
|                                                                                            |                                                      |                                                                    |         | September 27,                   |         | September 28,
|                                                                                            |                                                      |                                                                    |         | 2003                            |         | 2002         
|                                                                                            |                                                      |                                                                    |         |                                 |         |              
|CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:                                      |                                                      |                                                                    |         |                                 |         |               |         |       
|Net income                                                                                  |                                                      | $                                                                  | 29,841  |                                 |         | $             | 24,732  |       
|Adjustments to reconcile net income to net cash provided by (used in)
operating activities: |                                                      |                                                                    |         |                                 |         |               |         |       
|Depreciation and amortization                                                               |                                                      |                                                                    | 13,987  |                                 |         |               | 12,635  |       
|Unrealized (gain) loss on marketable securities                                             |                                                      |                                                                    | (196    | )                               |         |               | 195     |       
|Stock-based compensation expense                                                            |                                                      |                                                                    | 492     |                                 |         |               | 386     |       
|Deferred taxes                                                                              |                                                      |                                                                    | 9,000   |                                 |         |               | 9,000   |       
|Loss (gain) on disposal of property and equipment                                           |                                                      |                                                                    | 136     |                                 |         |               | (99     | )     
|Changes in assets and liabilities:                                                          |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            |                                                      | Accounts receivable, net                                           |         |                                 | (14,951 | )             |         |        | (10,514 | )
|                                                                                            |                                                      | Inventory                                                          |         |                                 | (20,537 | )             |         |        | (26,432 | )
|                                                                                            |                                                      | Prepaid expenses and other assets                                  |         |                                 | (2,375  | )             |         |        | (2,121  | )
|                                                                                            |                                                      | Accounts payable                                                   |         |                                 | 5,951   |               |         |        | 7,174   |  
|                                                                                            |                                                      | Accrued expenses and other liabilities                             |         |                                 | (17,600 | )             |         |        | (13,876 | )
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   |                                                      |                                                                    | 3,748   |                                 |         |               | 1,080   |       
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:                                      |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            |                                                      | Purchase of property and equipment                                 |         |                                 | (15,182 | )             |         |        | (19,449 | )
|                                                                                            |                                                      | Investments in marketable securities                               |         |                                 | (259    | )             |         |        | (359    | )
|                                                                                            |                                                      | Proceeds from sale of property & equipment                         |         |                                 | 252     |               |         |        | 1,666   |  
|                                                                                            |                                                      | Proceeds from sale of marketable securities                        |         |                                 |        |               |         |        | 263     |  
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|NET CASH USED IN INVESTING ACTIVITIES                                                       |                                                      |                                                                    | (15,189 | )                               |         |               | (17,879 | )     
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                                      |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            |                                                      | Net borrowings (repayments) under bank credit agreements and other |         |                                 | 73,367  |               |         |        | 19,030  |  
|                                                                                            |                                                      | Principal payments on long-term debt                               |         |                                 | (24,000 | )             |         |        | (23,500 | )
|                                                                                            |                                                      | Payments for redemption of common stock                            |         |                                 | (73,743 | )             |         |        |        |  
|                                                                                            |                                                      | Proceeds from the sale of common stock                             |         |                                 | 992     |               |         |        | 695     |  
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|NET CASH USED IN FINANCING ACTIVITIES                                                       |                                                      |                                                                    | (23,384 | )                               |         |               | (3,775  | )     
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                     |                                                      |                                                                    | 26      |                                 |         |               | 65      |       
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   |                                                      |                                                                    | (34,799 | )                               |         |               | (20,509 | )     
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              |                                                      |                                                                    | 43,689  |                                 |         |               | 30,531  |       
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    |                                                      | $                                                                  | 8,890   |                                 |         | $             | 10,022  |       
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                          |                                                      |                                                                    |         |                                 |         |               |         |       
|Cash paid during the period for:                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            | Interest                                             |                                                                    | $       | 1,252                           |         |               | $       | 3,560  |        
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            | Income taxes                                         |                                                                    | $       | 28,253                          |         |               | $       | 21,670 |        
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       
|                                                                                            | Purchase of equipment by assumption of capital lease |                                                                    | $       | 35                              |         |               | $       | 122    |        
|                                                                                            |                                                      |                                                                    |         |                                 |         |               |         |       

See notes to Condensed Consolidated Financial Statements

5



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THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
(Unaudited)

1. BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of The Yankee
Candle Company, Inc. and its subsidiaries (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States
of America (generally accepted accounting principles). The financial
information included herein is unaudited; however, in the opinion of management
such information reflects all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of financial position, results of
operations, cash flows and comprehensive income for such periods. All
intercompany transactions and balances have been eliminated. The results of
operations for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal years.

Certain information and disclosures normally included in the notes to
consolidated financial statements have been condensed or omitted as permitted
by the rules and regulations of the Securities and Exchange Commission. The
accompanying unaudited condensed financial statements should be read in
conjunction with the audited consolidated financial statements of the Company
for the year ended December 28, 2002 included in the Companys Annual Report on
Form 10-K.

2. INVENTORIES

The components of inventory were as follows:

|                            |  |               |        |              |  |   |        |  
|--------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | -
|                            |  | September 27, |        | December 28,
|                            |  | 2003          |        | 2002        
|                            |  |               |        |             
|Finished goods              |  | $             | 51,313 |              |  | $ | 30,273 |  
|Work-in-process             |  |               | 767    |              |  |   | 641    |  
|Raw materials and packaging |  |               | 4,054  |              |  |   | 4,287  |  
|                            |  |               |        |              |  |   |        |  
|                            |  |               | 56,134 |              |  |   | 35,201 |  
|Less LIFO reserve           |  |               | (954   | )            |  |   | (672   | )
|                            |  |               |        |              |  |   |        |  
|                            |  | $             | 55,180 |              |  | $ | 34,529 |  
|                            |  |               |        |              |  |   |        |  

3. INCOME TAXES

The Companys effective tax rate was 39.5% for both the thirteen and
thirty-nine weeks ended September 27, 2003 and 39.0% for both the thirteen and
thirty-nine weeks ended September 28, 2002. The Company provides for income
taxes at the end of each interim period based on the estimated effective tax
rate for a full fiscal year. Management re-evaluates the Companys effective
tax rate on a quarterly basis.

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4. EARNINGS PER SHARE

SFAS No. 128, Earnings Per Share, requires two presentations of earnings per
share, basic and diluted. Basic earnings per share is computed by dividing
income available to common stockholders (the numerator) by the weighted-
average number of common shares outstanding (the denominator) for the period.
The computation of diluted earnings per share is similar to basic earnings per
share, except that the denominator is increased to include the number of
additional common shares that would have been outstanding if potentially
dilutive common shares had been issued. There were no antidilutive securities
for the thirteen weeks ended September 27, 2003. For the thirty-nine weeks
ended September 27, 2003, 497 potential common shares which could dilute basic
earnings per share in the future were excluded since their inclusion would have
been antidilutive. There were no antidilutive securities for the thirteen or
thirty-nine weeks ended September 28, 2002. The following summarizes the
effects of the assumed issuance of dilutive securities on weighted-average
shares.

|                                                                                   |  |                      |        |                         |  |                    |        |                    |  |  |        |  |  |  |        | 
|---------------------------------------------------------------------------------- |  | -------------------- | ------ | ----------------------- |  | ------------------ | ------ | ------------------ |  |  | ------ |  |  |  | ------ | 
|                                                                                   |  | Thirteen Weeks Ended |        | Thirty-Nine Weeks Ended
|                                                                                   |  |                      |        |                        
|                                                                                   |  | September
27, 2003   |        | September 28, 2002      |  | September 27, 2003 |        | September 28, 2002
|                                                                                   |  |                      |        |                         |  |                    |        |                   
|Weighted average
basic shares
outstanding                                          |  |                      | 52,940 |                         |  |                    | 53,882 |                    |  |  | 53,813 |  |  |  | 53,798 | 
|Contingently
returnable shares
and shares issuable
pursuant to stock
option grants |  |                      | 417    |                         |  |                    | 770    |                    |  |  | 451    |  |  |  | 926    | 
|                                                                                   |  |                      |        |                         |  |                    |        |                    |  |  |        |  |  |  |        | 
|Weighted average
diluted shares
outstanding                                        |  |                      | 53,357 |                         |  |                    | 54,652 |                    |  |  | 54,264 |  |  |  | 54,724 | 
|                                                                                   |  |                      |        |                         |  |                    |        |                    |  |  |        |  |  |  |        | 

5. STOCK BASED COMPENSATION

The Company currently sponsors stock option plans. Prior to the third quarter
2003, the Company accounted for employee options or share awards under the
intrinsic-value method prescribed by Accounting Principles Board Opinion No. 25
Accounting for Stock Issued to Employees. Pro forma disclosures of net
earnings and earnings per share had been provided supplementally, as if the
fair value method of accounting defined in SFAS No. 123 Accounting for Stock
Based Compensation had been applied. Effective September 27, 2003, the
Company adopted the fair value recognition provisions of SFAS No. 123 using the
prospective transition method. Under the prospective transition method, the
Company has valued all stock option grants beginning with grants made in fiscal
2003. These will be expensed over the vesting period based on the fair value
at the date of the grant. The adoption of the fair value method of accounting
for stock-based compensation resulted in a charge of $427 for the thirty-nine
weeks ended September 27, 2003. Approximately $100 of this charge related to
the first six months of 2003.

Awards under the Companys option plan vest, in general, over a four year
period. Therefore, the cost related to stock-based employee compensation
included in the determination of net income for all periods presented in this
Form 10-Q is less than that which would have been recognized if the fair value
based method had been applied to all awards since the original effective date
of SFAS No. 123. The following table illustrates the effect on net income and
earnings per share if the fair value based method had been applied to all
outstanding and unvested awards in each period.

|                                                                                                                                                              |                     |   |                      |      |                         |   |                    |      |                    |   |        |      |  |   |        |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | - | -------------------- | ---- | ----------------------- | - | ------------------ | ---- | ------------------ | - | ------ | ---- |  | - | ------ | ---- | 
|                                                                                                                                                              |                     |   | Thirteen Weeks Ended |      | Thirty-Nine Weeks Ended
|                                                                                                                                                              |                     |   |                      |      |                        
|                                                                                                                                                              |                     |   | September
27, 2003   |      | September 28, 2002      |   | September 27, 2003 |      | September 28, 2002
|                                                                                                                                                              |                     |   |                      |      |                         |   |                    |      |                   
|Net income, as reported                                                                                                                                       |                     | $ | 13,659               |      |                         | $ | 11,348             |      |                    | $ | 29,841 |      |  | $ | 24,732 |     
|Deduct: Total stock
based employee
compensation expense
determined under fair
value based method for
awards granted prior
to 2003, net of
related tax effects |                     |   | 277                  |      |                         |   | 254                |      |                    |   | 831    |      |  |   | 763    |     
|                                                                                                                                                              |                     |   |                      |      |                         |   |                    |      |                    |   |        |      |  |   |        |     
|Pro forma net income                                                                                                                                          |                     | $ | 13,382               |      |                         | $ | 11,094             |      |                    | $ | 29,010 |      |  | $ | 23,969 |     
|                                                                                                                                                              |                     |   |                      |      |                         |   |                    |      |                    |   |        |      |  |   |        |     
|Earnings per share:                                                                                                                                           |                     |   |                      |      |                         |   |                    |      |                    |   |        |      |  |   |        |     
|                                                                                                                                                              | Basic-as reported   |   | $                    | 0.26 |                         |   | $                  | 0.21 |                    |   | $      | 0.55 |  |   | $      | 0.46 | 
|                                                                                                                                                              | Basic-pro forma     |   | $                    | 0.25 |                         |   | $                  | 0.21 |                    |   | $      | 0.54 |  |   | $      | 0.45 | 
|                                                                                                                                                              | Diluted-as reported |   | $                    | 0.26 |                         |   | $                  | 0.21 |                    |   | $      | 0.55 |  |   | $      | 0.45 | 
|                                                                                                                                                              | Diluted-pro forma   |   | $                    | 0.25 |                         |   | $                  | 0.20 |                    |   | $      | 0.53 |  |   | $      | 0.44 | 

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6. COMPREHENSIVE INCOME

Comprehensive income includes all changes in equity from non-stockholders
sources during the period. It has two components: net income and other
comprehensive income. Comprehensive income, net of related tax effects, is as
follows:

|                            |                        |   |                      |     |                         |   |                    |    |                    |   |        |     |  |   |        |     | 
|--------------------------- | ---------------------- | - | -------------------- | --- | ----------------------- | - | ------------------ | -- | ------------------ | - | ------ | --- |  | - | ------ | --- | 
|                            |                        |   | Thirteen Weeks Ended |     | Thirty-Nine Weeks Ended
|                            |                        |   |                      |     |                        
|                            |                        |   | September
27, 2003   |     | September
28, 2002      |   | September
27, 2003 |    | September
28, 2002
|                            |                        |   |                      |     |                         |   |                    |    |                   
|Net income                  |                        | $ | 13,659               |     |                         | $ | 11,348             |    |                    | $ | 29,841 |     |  | $ | 24,732 |    
|Other comprehensive income: |                        |   |                      |     |                         |   |                    |    |                    |   |        |     |  |   |        |    
|                            | Translation adjustment |   |                      | (52 | )                       |   |                    | 52 |                    |   |        | 174 |  |   |        | 325 | 
|                            |                        |   |                      |     |                         |   |                    |    |                    |   |        |     |  |   |        |    
|Comprehensive income        |                        | $ | 13,607               |     |                         | $ | 11,400             |    |                    | $ | 30,015 |     |  | $ | 25,057 |    
|                            |                        |   |                      |     |                         |   |                    |    |                    |   |        |     |  |   |        |    

7. STOCK REPURCHASE PROGRAM

On May 9, 2003 the Company announced that its Board of Directors had approved a
stock repurchase program authorizing the Company to repurchase up to $100.0
million of Yankee Candle common stock. During the fiscal 2003 third quarter
the Company repurchased a total of 2,727,800 shares of common stock for an
aggregate purchase price of $63.9 million. From May 2003 through the end of
the fiscal 2003 third quarter, the Company purchased a cumulative total of
3,153,900 shares of its common stock for an aggregate purchase price of $73.8
million.

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8. SEGMENTS OF ENTERPRISE AND RELATED INFORMATION

The Company has segmented its operations in a manner that reflects how its
chief operating decision-maker (the CEO) currently reviews the results of the
Company and its subsidiaries businesses. The Company has two reportable
segments - retail and wholesale. The identification of these segments results
from managements recognition that while the product sold is similar, the type
of customer for the product and the service methods used to distribute the
product are different.

|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  |             |         |  
|---------------------------------------- |  | ------ | ------ | --------- |  | ----- | ------ | ---------- |  | ------------ | ------- | ------------- |  | ----------- | ------- | -
|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  | Balance per
|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  | Condensed  
|Thirteen Weeks                           |  |        |        |           |  |       |        |            |  | Unallocated/ |         | Consolidated 
|Ended                                    |  |        |        |           |  |       |        |            |  | Corporate/   |         | Statements of
|September 27, 2003                       |  | Retail |        | Wholesale |  | Other |        | Operations
|                                         |  |        |        |           |  |       |        |           
|Sales                                    |  | $      | 51,323 |           |  | $     | 62,811 |            |  | $            |        |               |  | $           | 114,134 |  
|Gross profit                             |  |        | 34,807 |           |  |       | 29,421 |            |  |              |        |               |  |             | 64,228  |  
|Operating margin                         |  |        | 9,472  |           |  |       | 26,103 |            |  |              | (12,146 | )             |  |             | 23,429  |  
|Unallocated costs                        |  |        |       |           |  |       |       |            |  |              | (852    | )             |  |             | (852    | )
|Income before
provision for
income taxes |  |        |       |           |  |       |       |            |  |              |        |               |  |             | 22,577  |  

|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  |             |        |  
|---------------------------------------- |  | ------ | ------ | --------- |  | ----- | ------ | ---------- |  | ------------ | ------- | ------------- |  | ----------- | ------ | -
|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  | Balance per
|                                         |  |        |        |           |  |       |        |            |  |              |         |               |  | Condensed  
|Thirteen Weeks                           |  |        |        |           |  |       |        |            |  | Unallocated/ |         | Consolidated 
|Ended                                    |  |        |        |           |  |       |        |            |  | Corporate/   |         | Statements of
|September 28, 2002                       |  | Retail |        | Wholesale |  | Other |        | Operations
|                                         |  |        |        |           |  |       |        |           
|Sales                                    |  | $      | 45,843 |           |  | $     | 53,194 |            |  | $            |        |               |  | $           | 99,037 |  
|Gross profit                             |  |        | 28,809 |           |  |       | 25,388 |            |  |              |        |               |  |             | 54,197 |  
|Operating margin                         |  |        | 7,980  |           |  |       | 22,583 |            |  |              | (10,818 | )             |  |             | 19,745 |  
|Unallocated costs                        |  |        |       |           |  |       |       |            |  |              | (1,143  | )             |  |             | (1,143 | )
|Income before
provision for
income taxes |  |        |       |           |  |       |       |            |  |              |        |               |  |             | 18,602 |  

|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  |             |         |  
|---------------------------------------- |  | ------ | ------- | --------- |  | ----- | ------- | ---------- |  | ------------ | ------- | ------------- |  | ----------- | ------- | -
|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  | Balance per
|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  | Condensed  
|Thirty-Nine Weeks                        |  |        |         |           |  |       |         |            |  | Unallocated/ |         | Consolidated 
|Ended                                    |  |        |         |           |  |       |         |            |  | Corporate/   |         | Statements of
|September 27, 2003                       |  | Retail |         | Wholesale |  | Other |         | Operations
|                                         |  |        |         |           |  |       |         |           
|Sales                                    |  | $      | 140,604 |           |  | $     | 162,976 |            |  | $            |        |               |  | $           | 303,580 |  
|Gross profit                             |  |        | 93,164  |           |  |       | 75,213  |            |  |              |        |               |  |             | 168,377 |  
|Operating margin                         |  |        | 21,560  |           |  |       | 66,625  |            |  |              | (36,272 | )             |  |             | 51,913  |  
|Unallocated costs                        |  |        |        |           |  |       |        |            |  |              | (2,589  | )             |  |             | (2,589  | )
|Income before
provision for
income taxes |  |        |        |           |  |       |        |            |  |              |        |               |  |             | 49,324  |  

|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  |             |         |  
|---------------------------------------- |  | ------ | ------- | --------- |  | ----- | ------- | ---------- |  | ------------ | ------- | ------------- |  | ----------- | ------- | -
|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  | Balance per
|                                         |  |        |         |           |  |       |         |            |  |              |         |               |  | Condensed  
|Thirty-Nine Weeks                        |  |        |         |           |  |       |         |            |  | Unallocated/ |         | Consolidated 
|Ended                                    |  |        |         |           |  |       |         |            |  | Corporate/   |         | Statements of
|September 28, 2002                       |  | Retail |         | Wholesale |  | Other |         | Operations
|                                         |  |        |         |           |  |       |         |           
|Sales                                    |  | $      | 129,059 |           |  | $     | 139,458 |            |  | $            |        |               |  | $           | 268,517 |  
|Gross profit                             |  |        | 79,111  |           |  |       | 64,718  |            |  |              |        |               |  |             | 143,829 |  
|Operating margin                         |  |        | 19,846  |           |  |       | 56,678  |            |  |              | (32,383 | )             |  |             | 44,141  |  
|Unallocated costs                        |  |        |        |           |  |       |        |            |  |              | (3,597  | )             |  |             | (3,597  | )
|Income before
provision for
income taxes |  |        |        |           |  |       |        |            |  |              |        |               |  |             | 40,544  |  

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9. RESTRUCTURING RESERVE

A restructuring charge for $8.0 million was recorded in fiscal 2001 to record
costs associated with the Companys decision to consolidate and restructure
distribution and manufacturing operations. The Company closed its Utah
distribution facility and restructured its distribution and manufacturing
work-force during 2001. Included in the restructuring charge were severance
and other employee related costs, the non-cash write-down of non-recoverable
leasehold improvements, fixture and equipment investments and estimated
continuing occupancy expenses for abandoned facilities, net of anticipated
sub-lease income. An analysis of the activity within the remaining
restructuring reserve is as follows for the thirty-nine weeks ended September
27, 2003:

|                 |  |                              |       |                              |  |                              |     |               |  |               |       |            |  |               |     |  |  |   |     |               |  |   |    |  |  |               |     | 
|---------------- |  | ---------------------------- | ----- | ---------------------------- |  | ---------------------------- | --- | ------------- |  | ------------- | ----- | ---------- |  | ------------- | --- |  |  | - | --- | ------------- |  | - | -- |  |  | ------------- | --- | 
|                 |  | For the thirteen weeks ended |       | For the thirteen weeks ended |  | For the thirteen weeks ended
|                 |  | March 29, 2003               |       | June 28, 2003                |  | September 27, 2003          
|                 |  |                              |       |                              |  |                             
|                 |  |                              |       |                              |  |                              |     |               |  |               |       |            |  |               |     |  |  |   |     |               |  |   |    |  |  | Accrued as of
|                 |  | Accrued as of                |       |                              |  |                              |     | Accrued as of |  |               |       |            |  | Accrued as of |     |  |  |   |     | September 27,
|                 |  | December 28, 2002            |       | Costs paid                   |  | March 29, 2003               |     | Costs paid    |  | June 28, 2003 |       | Costs paid |  | 2003         
|                 |  |                              |       |                              |  |                              |     |               |  |               |       |            |  |              
|Occupancy        |  | $                            | 1,107 |                              |  | $                            | 87  |               |  | $             | 1,020 |            |  | $             | 101 |  |  | $ | 919 |               |  | $ | 60 |  |  | $             | 859 | 
|Employee related |  |                              | 47    |                              |  |                              | 41  |               |  |               | 6     |            |  |               | 6   |  |  |   |    |               |  |   |   |  |  |               |    | 
|                 |  |                              |       |                              |  |                              |     |               |  |               |       |            |  |               |     |  |  |   |     |               |  |   |    |  |  |               |     | 
|Total            |  | $                            | 1,154 |                              |  | $                            | 128 |               |  | $             | 1,026 |            |  | $             | 107 |  |  | $ | 919 |               |  | $ | 60 |  |  | $             | 859 | 
|                 |  |                              |       |                              |  |                              |     |               |  |               |       |            |  |               |     |  |  |   |     |               |  |   |    |  |  |               |     | 

During the second quarter of fiscal 2002, the Company was successful in
subletting the facility for the remaining lease term. The future sublet income
approximates that originally estimated by the Company; therefore the initial
occupancy reserve remained unchanged after this sublet.




ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Managements Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
inventories, restructuring costs, bad debts, intangible assets, income taxes,
debt service and contingencies and litigation. Management bases its estimates
and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about operating results and the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions. Management believes the following critical accounting policies,
among others, involve its more significant estimates and judgments and are
therefore particularly important to an understanding of our results of
operations and financial position.

REVENUE / RECEIVABLES

We sell our products both directly to retail customers and through wholesale
channels. Revenue from the sale of merchandise to retail customers is
recognized at the time of sale, while revenue from wholesale customers is
recognized when shipped and when risk of loss has transferred to the buyer. We
believe that this is the time that persuasive evidence of an agreement exists,
delivery has occurred, the price is fixed and determinable, and collectability
is reasonably assured. Revenue is recognized net of any applicable discounts
and allowances. Customers, be they retail or wholesale, do have the right to
return product to us in certain limited situations. Such rights of return do
not preclude revenue recognition because we have a long history with such
returns, which we use in constructing a reserve. This reserve, however, is
subject to change. In addition to returns, we bear credit risk relative to our
wholesale customers. We have provided a reserve for bad debts in our financial
statements based on our estimates of the creditworthiness of our customers.
However, this reserve is also subject to change. Changes in these reserves
could affect our operating results and cash flows.

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INVENTORY

We write down our inventory for estimated obsolescence or unmarketable
inventory in an amount equal to the difference between the cost of inventory
and the estimated market value less costs to sell, based upon assumptions about
future demand and market conditions. If actual future demand or market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required. Cost is based on standard costs
estimated at the beginning of the year. Fluctuations in production quantities,
wage rates and the cost of raw materials could impact the carrying value of our
inventory. Accordingly, we periodically adjust the standard costs for
variances attributable to these fluctuations. Changes in the carrying value of
inventory could affect our operating results and cash flows.

In addition, our inventory is stated at the lower of cost or market on a
last-in first-out (LIFO) basis. A LIFO reserve has been established and is
recomputed on an annual basis. We make interim judgments about the anticipated
year-end reserve on a quarterly basis. Changes in anticipated year-end
inventory levels could affect our operating results.

TAXES

We have a significant deferred tax asset recorded on our financial statements.
This asset arose at the time of our recapitalization in 1998 and is a future
tax deduction for us. The recoverability of this future tax deduction is
dependent upon our future profitability. We have made an assessment that this
asset is likely to be recovered and is appropriately reflected on the balance
sheet. Should we find that we are not able to utilize this deduction in the
future, we would have to record a reserve for all or a part of this asset,
which would adversely affect our operating results and cash flows.

VALUE OF LONG-LIVED ASSETS, INCLUDING INTANGIBLES

Long-lived assets on our balance sheet consist primarily of property, plant and
equipment and trademarks. We periodically review the carrying value of all of
these assets based, in part, upon current estimated market values, and our
projections of anticipated future cash flows. We undertake this review when
facts and circumstances suggest that cash flows emanating from those assets may
be diminished. Any impairment charge that we record reduces our earnings.
While we believe that our future estimates are reasonable, different
assumptions regarding items such as future cash flows and the volatility
inherent in markets which we serve could affect our evaluations and result in
impairment charges against the carrying value of those assets.

CHANGE IN ACCOUNTING

Effective September 27, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123. Under the prospective transition method selected
by the Company as described in SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of SFAS No. 123 all stock
option grants beginning with grants made in fiscal 2003 will be expensed over
the vesting period, based on the fair value at the date of the grant. We
recorded a charge of approximately $0.4 million for the thirty-nine weeks ended
September 27, 2003.

PERFORMANCE MEASURES

We measure the performance of our retail and wholesale segments through a
segment margin calculation, which specifically identifies not only gross profit
on the sales of products through the two channels but also costs and expenses
specifically related to each segment.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

We have experienced, and may experience in the future, fluctuations in our
quarterly operating results. There are numerous factors that can contribute to
these fluctuations; however, the principal forseeable factors are seasonality
and new store openings.

Seasonality.We have historically realized higher revenues and operating
income in our fourth quarter, particularly in our retail business. We believe
that this has been due primarily to the increase in the number of our retail
stores and to increased sales in the giftware industry during the holiday
season of our fourth quarter.

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New Store Openings.The timing of our new store openings may also have an
impact on our quarterly results. First, we incur certain one-time expenses
related to opening each new store. These expenses, which consist primarily of
salaries, supplies and marketing costs, are expensed as incurred. Second, most
store expenses vary proportionately with sales, but there is a fixed cost
component. This typically results in lower store profitability when a new
store opens because new stores generally have lower sales than mature stores.
Due to both of these factors, during periods when new store openings as a
percentage of the base are higher, operating profit may decline in dollars
and/or as a percentage of sales. As the overall store base matures, the fixed
cost component of selling expenses is spread over an increased level of sales,
assuming sales increase as stores age, resulting in a decrease in selling and
other expenses as a percentage of sales.

RESULTS OF OPERATIONS  Thirteen and Thirty-nine weeks ended September 27, 2003
versus September 28, 2002

SALES

Sales increased 15.2% to $114.1 million for the thirteen weeks ended September
27, 2003 from $99.0 million for the thirteen weeks ended September 28, 2002;
and increased 13.1% to $303.6 million for the thirty-nine weeks ended September
27, 2003 from $268.5 million for the thirty-nine weeks ended September 28,
2002.

Wholesale sales, including European operations, increased 18.1% to $62.8
million for the thirteen weeks ended September 27, 2003 from $53.2 million for
the thirteen weeks ended September 28, 2002; and increased 16.9% to $162.9
million for the thirty-nine weeks ended September 27, 2003 from $139.5 million
for the thirty-nine weeks ended September 28, 2002. This growth was achieved
primarily by increasing sales to existing customers and to a lesser extent by
increasing the number of wholesale locations.

Retail sales increased 12.0% to $51.3 million for the thirteen weeks ended
September 27, 2003 from $45.8 million for the thirteen weeks ended September
27, 2002; and increased 8.9% to $140.6 million for the thirty-nine weeks ended
September 27, 2003 from $129.1 million for the thirty-nine weeks ended
September 28, 2002. The increase in retail sales for the thirteen weeks ended
September 27, 2003, as compared to the prior year quarter, was due primarily to
the addition of new stores opened in 2003 and to a lesser extent increased
sales attributable to the 47 stores opened in 2002 (which in 2002 were open for
less than a full year). The increase in retail sales for the thirty-nine week
periods ended September 27, 2003, compared to prior year, was due primarily to
increased sales attributable to the 47 stores opened in 2002 (which in 2002
were open for less than a full year), and to the addition of new stores opened
in 2003. The increase for the thirteen and thirty-nine weeks ended September
27, 2003 was partially offset by a decrease in retail comparable store and
catalog and Internet sales. In addition, sales were unfavorably impacted for
the thirty-nine weeks ended September 27, 2003 by the Presidents Day (February
16-17) snowstorm which affected most of our store base in the Eastern half of
the United States. Comparable store and catalog and Internet sales decreased
1.0% for the thirteen weeks ended September 27, 2003 as compared to the
thirteen weeks ended September 28, 2002 and decreased 5.0% for the thirty-nine
weeks ended September 27, 2003 as compared to the thirty-nine weeks ended
September 28, 2002. Retail comparable store sales were flat for the thirteen
weeks ended September 27, 2003 as compared to the thirteen weeks ended
September 28, 2002 and decreased 5.0% for the thirty-nine weeks ended September
27, 2003 as compared to the thirty-nine weeks ended September 27, 2002. The
primary factor for the decrease in retail comparable store sales was a decline
in store traffic and mall traffic generally. Comparable store sales represent
a comparison of the sales, during the corresponding fiscal periods of the two
fiscal years compared, of the stores included in our comparable store sales
base. A store first enters our comparable store sales base after completing 13
fiscal months of operation. There were 226 retail stores included in the
comparable store base as of September 27, 2003. There were 282 retail stores
open as of September 27, 2003 compared to 236 retail stores open as of
September 28, 2002 and 239 retail stores open as of December 28, 2002.

GROSS PROFIT

Gross profit increased 18.5% to $64.2 million for the thirteen weeks ended
September 27, 2003 from $54.2 million for the thirteen weeks ended September
28, 2002; and increased 17.1% to $168.4 million for the thirty-nine weeks ended
September 27, 2003 from $143.8 million for the thirty-nine weeks ended
September 28, 2002. As a percentage of sales, gross profit increased to 56.3%
for the thirteen weeks ended September 27, 2003 from 54.7% for the thirteen
weeks ended September 28, 2002; and increased to 55.0% for the thirty-nine
weeks ended September 27, 2003 from 53.6% for the thirty-nine weeks ended
September 28, 2002. The improvement in gross profit rate for the thirteen and
thirty-nine weeks ended September 27, 2003 compared to the thirteen and
thirty-nine weeks ended September 28, 2002 was primarily due to continued
productivity improvements in supply chain operations, more efficient sourcing
of non-manufactured product, the avoidance of deep discounting at our retail
stores and to a lesser extent a continued focus on shrink improvement at the
retail stores. The increase in gross profit dollars for both the thirteen and
thirty-nine weeks

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ended September 27, 2003 compared to the thirteen and thirty-nine weeks ended
September 28, 2002 was primarily attributable to an increase in sales and to a
lesser extent improved productivity in supply chain operations.

SELLING EXPENSES

Selling expenses increased 21.2% to $28.7 million for the thirteen weeks ended
September 27, 2003 from $23.6 million for the thirteen weeks ended September
28, 2002; and increased 19.1% to $80.2 million for the thirty-nine weeks ended
September 27, 2003 from $67.3 million for the thirty-nine weeks ended September
28, 2002. These expenses are related to both wholesale and retail operations
and consist of payroll, occupancy, advertising and other operating costs, as
well as pre-opening costs, which are expensed as incurred. As a percentage of
sales, selling expenses increased to 25.1% for the thirteen weeks ended
September 27, 2003 from 23.9% for the thirteen weeks ended September 28, 2002;
and increased to 26.4% for the thirty-nine weeks ended September 27, 2003 from
25.1% for the thirty-nine weeks ended September 28, 2002. The increase in
selling expenses in dollars and as a percentage of sales was primarily related
to the continued growth in the number of retail stores, the effect of which is
an increase in the weighting of immature stores. Immature stores are generally
stores that are less than four years old. Immature stores typically generate
higher selling expenses as a percentage of sales than stores that have been
open for more than four years since fixed costs, as a percent of sales, are
higher during the early sales maturation period. The increase in selling
expense as a percentage of sales for the thirty-nine weeks ended September 27,
2003 is also explained by the decrease in retail comparable store sales since
the fixed components of labor and occupancy do not decrease with negative
comparable store sales.

SEGMENT PROFITABILITY

Segment profitability is sales less cost of goods sold and selling expenses.
Segment profitability for our wholesale operations, including Europe, was $26.1
million, or 41.6% of wholesale sales for the thirteen weeks ended September 27,
2003 compared to $22.6 million or 42.4% of wholesale sales for the thirteen
weeks ended September 28, 2002. Segment profitability for our retail
operations was $9.5 million, or 18.4% of retail sales, for the thirteen weeks
ended September 27, 2003 compared to $8.0 million, or 17.4% of retail sales,
for the thirteen weeks ended September 28, 2002. The increase in wholesale
segment profitability in dollars was primarily attributable to increased
wholesale sales and improved productivity in supply chain operations. The
decrease in wholesale segment profitability as a percentage of sales was
primarily due to an increase in sales mix of non-candle products, which
generally have lower margins than our candle products, offset in part by
improved productivity in supply chain operations. The increase in retail
segment profitability was primarily attributable to an increase in sales,
improved productivity in supply chain operations, the avoidance of deep
discounting at our retail stores and a decrease in shrink expense, offset in
part by the impact of our most immature stores, the 2002 and 2003 store classes
and a decrease in comparable store and catalog and Internet sales.

Segment profitability for our wholesale operations, including Europe, was $66.6
million, or 40.9% of wholesale sales for the thirty-nine weeks ended September
27, 2003 compared to $56.7 million or 40.6% of wholesale sales for the
thirty-nine weeks ended September 28, 2002. Segment profitability for our
retail operations was $21.6 million, or 15.3% of retail sales, for the
thirty-nine weeks ended September 27, 2003 compared to $19.8 million, or 15.4%
of retail sales, for the thirty-nine weeks ended September 28, 2002. The
increase in wholesale segment profitability was primarily attributable to
increased wholesale sales and improved productivity in supply chain operations.
The increase in retail segment profitability in dollars was primarily
attributable to an increase in sales, improved productivity in supply chain
operations, the avoidance of deep discounting at our retail stores and a
decrease in shrink expense, offset in part by a decrease in comparable store
and catalog and Internet sales. The decrease in retail segment profitability
as a percentage of sales was primarily due to the decrease in retail comparable
store sales and the impact of our most immature stores, the 2002 and 2003 store
classes, offset in part by improved productivity in supply chain operations.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, which consist primarily of
personnel-related costs incurred in support functions, increased 12.3% to $12.1
million for the thirteen weeks ended September 27, 2003 from $10.8 million for
the thirteen weeks ended September 28, 2002; and increased 12.0% to $36.3
million for the thirty-nine weeks ended September 27, 2003 from $32.4 million
for the thirty-nine weeks ended September 28, 2002. As a percentage of sales,
general and administrative expenses decreased to 10.6% for the thirteen weeks
ended September 27, 2003 from 10.9% for the thirteen weeks ended September 28,
2002; and was 12.0% for both the thirty-nine weeks ended September 27, 2003 and
September 28, 2002. The increase in general and administrative expenses for
the thirteen weeks ended September 27, 2003 compared to September 28, 2002 was
primarily attributable to $0.4 million of stock option expense with
approximately $0.1 million of this charge related to the first six months of
2003, headcount additions in the latter part of 2002 and in 2003, expense
associated with the fiscal 2003 bonus program and to a lesser extent increased
insurance costs associated with the Companys Directors and Officers insurance
policy.

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The increase in general and administrative expenses for the thirty-nine weeks
ended September 27, 2003 compared to September 28, 2002 was primarily
attributable to consulting costs related to a strategic planning project that
began in late February, headcount additions in the latter part of 2002 and in
2003, stock option accounting expense, and to a lesser extent increased
insurance costs associated with the Companys Directors and Officers insurance
policy. The decrease in general and administrative expenses as a percentage of
sales for the thirteen weeks ended September 27, 2003 was primarily
attributable to the Companys leveraging of these expenses over a larger sales
base and its continued focus on expense control.

Effective September 27, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123. Under the prospective transition method selected
by the Company as described in SFAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of SFAS No. 123 all stock
option grants beginning with grants made in fiscal 2003 will be expensed over
the vesting period, based on the fair value at the date of the grant.

NET OTHER EXPENSE

Net other expense was $0.9 million for the thirteen weeks ended September 27,
2003, compared to $1.1 million for the thirteen weeks ended September 28, 2002;
and $2.6 million for the thirty-nine weeks ended September 27, 2003, compared
to $3.6 million for the thirty-nine weeks ended September 28, 2002. The
primary component of the expense in each of these periods was interest expense,
which was $0.9 million in the thirteen weeks ended September 27, 2003 compared
to $1.3 million in the thirteen weeks ended September 28, 2002; and $2.5
million in the thirty-nine weeks ended September 27, 2003 compared to $3.7
million for the thirty-nine weeks ended September 28, 2002. Interest expense
in the thirteen and thirty-nine weeks ended September 27, 2003 decreased
compared to the thirteen and thirty-nine weeks ended September 28, 2002
primarily due to a reduction in the average daily debt outstanding.

PROVISION FOR INCOME TAXES

The effective tax rate was 39.5% for both the thirteen and thirty-nine weeks
ended September 27, 2003 and 39.0% for both the thirteen and thirty-nine weeks
ended September 27, 2002. We are currently providing a valuation allowance
against the net deferred tax asset for our international operations. As a
result, it is anticipated that our effective tax rate for 2003 will be
approximately 39.5%. We re-evaluate our effective tax rate on a quarterly
basis.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at September 27, 2003 decreased by $34.8 million
compared to December 28, 2002. This decrease was primarily attributable to
seasonal increases in inventory and accounts receivable, net cash used in
investing activities of $15.2 million, final payments of corporate income taxes
for fiscal 2002 and principal payments on long term debt. Capital expenditures
for the thirty-nine weeks ended September 27, 2003 were $15.2 million,
primarily related to the capital requirements to open 45 new stores and
investments in manufacturing and logistics operations. Net cash used in
financing activities was $23.4 million for the thirty-nine weeks ended
September 27, 2003 which primarily represents principal payments on long-term
debt of $24.0 million and $73.8 million of payments for the redemption of
common stock funded by $73.4 million of borrowings under the credit facility.

On May 9, 2003 we announced that our Board of Directors had approved a stock
repurchase program authorizing us to repurchase up to $100.0 million of Yankee
Candle common stock. During the fiscal 2003 third quarter we repurchased a
total of 2,727,800 shares of common stock for an aggregate purchase price of
$63.9 million. From May 2003 through the end of the fiscal 2003 third quarter,
we purchased a cumulative total of 3,153,900 shares of our common stock for an
aggregate purchase price of $73.8 million.

As of September 27, 2003, we were in compliance with all covenants under our
credit facility. We currently have available borrowings under the revolving
credit facility of $67.0 million. This facility will expire on July 7, 2004
and we have accordingly classified all our debt as current on our balance
sheet. However, we are currently in negotiations for a new facility that
should provide us with more than adequate liquidity for the future. We expect
to have a new credit facility in place well before the current facility
expires. See our most recent Annual Report on Form 10-K for a description of
the credit facility.

We opened 45 stores, closed two stores and converted three temporary outlet
stores to permanent locations with multi-year leases during the thirty-nine
weeks ended September 27, 2003 and we expect to open approximately 5 additional
stores during the fourth quarter of fiscal 2003. We expect to meet our cash
requirements for these new store openings and all other corporate purposes
through a combination of available cash, operating cash flow and borrowings
under our credit facility.

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We expect that the principal sources of funding for our planned store openings
and other working capital needs, capital expenditures, debt service obligations
and stock repurchase program will be a combination of our available cash and
cash equivalents, funds generated from operations, and borrowings under our
credit facility. We believe that our current funds and sources of funds will
be sufficient to fund our liquidity needs for at least the next 12 months.
However, there are a number of factors that may negatively impact our available
sources of funds. The amount of cash generated from operations will be
dependent upon factors such as the successful execution of our business plan
and worldwide economic conditions. In addition, borrowings under our credit
facility are dependent upon our continued compliance with the financial and
other covenants contained therein.

FUTURE OPERATING RESULTS

As referenced above, there are a number of factors that might cause our actual
results to differ significantly from the results reflected by the
forward-looking statements contained herein. In addition to factors generally
affecting the political, economic and competitive conditions in the United
States and abroad, such factors include those set forth below.

If we fail to grow our business as planned, our business could suffer and
financial results could decline. As we grow it will be difficult to maintain
our historical growth rates.

We intend to continue to pursue a business strategy of increasing sales and
earnings by expanding our retail and wholesale operations both in the United
States and internationally. Our current plans are to grow internally and not by
acquisition, although from time to time we do consider possible acquisition
candidates. In particular, our retail growth strategy depends in large part on
our ability to open new stores in both existing and new geographic markets.
Since our ability to implement our growth strategy successfully will be
dependent in part on factors beyond our control, including consumer preferences
and the competitive environment, we may not be able to achieve our planned
growth or sustain our financial performance. Our ability to anticipate changes
in the candle and giftware industries, and identify industry trends, will be
critical factors in our ability to remain competitive.

We expect that, as we grow, it will become more difficult to maintain our
historical growth rate, which could negatively impact our operating margins and
results of operations. New stores typically generate lower operating margin
contributions than mature stores because fixed costs, as a percentage of sales,
are higher and because pre-opening costs are fully expensed in the year of
opening. In addition, our retail sales generate lower margins than our
wholesale sales. Our wholesale business has grown by increasing sales to
existing customers and by adding new customers. If we are not able to continue
this, our sales growth and profitability could be adversely affected. In
addition, if we do not effectively manage our growth, we may experience
problems such as the supply chain inefficiencies that occurred in 2000 due to
overstaffing in our manufacturing and logistics operations. These
inefficiencies were corrected in 2001 through a workforce reduction and the
closing of our Salt Lake City distribution center, but resulted in a decline in
our gross profit in the last quarter of 2000 and a restructuring charge of $8.0
million in 2001. We cannot assure you that we will continue to grow at a rate
comparable to our historic growth rate or that our historic financial
performance will continue as we grow.

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.

We compete generally for the disposable income of consumers with other
producers in the giftware industry. The giftware industry is highly
competitive with a large number of both large and small participants. Our
products compete with other scented and unscented candle and personal care
products and with other gifts within a comparable price range, like boxes of
candy, flowers, wine, fine soap and related merchandise. Our retail stores
compete with franchised candle store chains, specialty candle stores and gift
and houseware retailers. Some of our competitors are part of large,
diversified companies which have greater financial resources and a wider range
of product offerings than we do. This competitive environment could adversely
affect our future revenues and profits, 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.

Our results depend on consumer spending, which is influenced by general
economic conditions and the availability of discretionary income. Accordingly,
we may experience declines in sales during economic downturns or during periods
of uncertainty like that which followed the September 11, 2001 terrorist
attacks on the United States or which result

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from the threat of war or the possibility of further terrorist attacks. Any
material decline in the amount of discretionary spending could have a material
adverse effect on our sales and income.

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.

We rely primarily on the sale of premium scented candles and related products
in the giftware industry. In the event that sales of these products decline or
do not meet our expectations, we cannot rely on the sales of other products to
offset such a shortfall. As a significant portion of our expenses is comprised
of fixed costs, such as lease payments, our ability to decrease expenses in
response to adverse business conditions is limited in the short term. As a
result, unfavorable consumer trends, adverse economic conditions or changes in
the business cycle could have a material and adverse impact on our earnings.

If we lose our senior executive officers, our business could be disrupted and
our financial performance could suffer.

Our success is substantially dependent upon the retention of our senior
executive officers. If our senior executive officers become unable or
unwilling to participate in our business, our future business and financial
performance could be materially affected.

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.

Approximately 76% of our sales in 2002 were generated by products we
manufacture at our manufacturing facility in Whately, Massachusetts and we rely
primarily on our distribution facilities in South Deerfield, Massachusetts to
distribute our products. Because most of our machinery is designed or
customized by us to manufacture our products, and because we have strict
quality control standards for our products, the loss of our manufacturing
facility, due to natural disaster or otherwise, would materially affect our
operations. Similarly, our distribution facilities rely upon customized
machinery, systems and operations, the loss of which would materially affect
our operations. Although our manufacturing and distribution facilities are
adequately insured, we believe it would take up to twelve months to resume
operations at a level equivalent to current operations.

Seasonal, quarterly and other fluctuations in our business, and general
industry and market conditions, could affect the market for our common stock.

Our sales and operating results vary from quarter to quarter. We have
historically realized higher sales and operating income in our fourth quarter,
particularly in our retail business, which accounts for a larger portion of our
sales. We believe that this has been due primarily to an increase in giftware
industry sales during the holiday season of the fourth quarter. As a result of
this seasonality, we believe that quarter to quarter comparisons of our
operating results are not necessarily meaningful and that these comparisons
cannot be relied upon as indicators of future performance. In addition, we may
also experience quarterly fluctuations in our sales and income depending on
various factors, including, among other things, the number of new retail stores
we open in a particular quarter, changes in the ordering patterns of our
wholesale customers during a particular quarter, and the mix of products sold.
Most of our operating expenses, such as rent expense, advertising and
promotional expense and employee wages and salaries, do not vary directly with
sales and are difficult to adjust in the short term. As a result, if sales
for a particular quarter are below our expectations, we might not be able to
proportionately reduce operating expenses for that quarter, and therefore a
sales shortfall could have a disproportionate effect on our operating results
for that quarter. Further, our comparable store sales from our retail business
in a particular quarter could be adversely affected by competition, economic or
other general conditions or our inability to execute a particular business
strategy. As a result of these factors, we may report in the future sales,
operating results or comparable store sales that do not match the expectations
of market analysts and investors. This could cause the trading price of our
common stock to decline. In addition, broad market and industry fluctuations
may adversely affect the price of our common stock, regardless of our operating
performance.

Public health epidemics such as Severe Acute Respiratory Syndrome may affect
our operating results.

Approximately 12% of our sales in 2002 were generated by products, primarily
accessories, that we purchased overseas. Substantially all of these products
were purchased from East Asia. A sustained interruption of the operations of
our suppliers, as a result of the impact of Severe Acute Respiratory Syndrome
or other similar health epidemics, could have an adverse effect on our ability
to receive timely shipments of certain of our products and could result in
scrutiny or embargoing of goods produced in infected areas.

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Provisions in our corporate documents and Massachusetts law could delay or
prevent a change in control of Yankee Candle.

Our Articles of Organization and By-Laws may discourage, delay or prevent a
merger or acquisition involving Yankee Candle that our stockholders may
consider favorable, by:



| |  | 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.

Massachusetts law may also discourage, delay or prevent someone from acquiring
or merging with us.

We do not currently intend to pay dividends on our capital stock.

We have never paid a cash dividend on our common stock as a public company and
we do not currently intend to pay any cash dividends in the foreseeable future.
Any determination to pay dividends in the future will be at the discretion of
our board of directors and will be dependent upon our results of operations,
our financial condition, contractual and legal restrictions, and other factors
deemed relevant by our board of directors. Under the terms of our existing
credit agreement (which is scheduled to expire on July 7, 2004), we may not
declare or pay dividends on our common stock unless our ratio of consolidated
total debt to consolidated EBITDA (as defined in our credit agreement) is less
than or equal to 2:1 or our aggregate principal amount of loans and letters of
credit outstanding is less than $100 million. Although we currently meet this
requirement, we do not currently intend to pay dividends.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks relate primarily to changes in interest rates. We bear this
risk in our outstanding bank debt. At September 27, 2003, there was $110.0
million of bank debt outstanding, which consisted of $27.0 million in term
loans and $83.0 million from our revolving credit facility. Because this bank
debt carries a variable interest rate pegged to market indices, our results of
operations and cash flows are exposed to changes in interest rates.

We buy a variety of raw materials for inclusion in our products. The only raw
material that we consider to be of a commodity nature is wax. Wax is a
petroleum-based product; however, its market price has not historically
fluctuated with the movement of oil prices. Rather, over the past five years
wax prices have moved with inflation.

At this point in time, our operations outside of the United States are
immaterial. Accordingly, we are not exposed to substantial risks arising from
foreign currency exchange rates.




Item 4. Controls and Procedures

Our management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of September 27, 2003. Based on this evaluation, our chief executive
officer and chief financial officer concluded that, as of September 27, 2003,
our disclosure controls and procedures were (1) designed to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to our chief executive officer and chief financial
officer by others within those entities, particularly during the period in
which this report was being prepared and (2) effective, in that they provide
reasonable assurance that information that we are required to disclose in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules
and forms.

No change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended September 27, 2003 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION




Item 1. Legal Proceedings



| |  | Not Applicable
| |  | --------------




Item 2. Changes in Securities and Use of Proceeds



| |  | Not Applicable
| |  | --------------




Item 3. Defaults Upon Senior Securities



| |  | Not Applicable
| |  | --------------




Item 4. Submission of Matters to a Vote of Security Holders.



| |  | Not Applicable
| |  | --------------




Item 5. Other Information



| |  | Not Applicable
| |  | --------------




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------



| |  |  | Exhibit 31.1 Certification of Craig W. Rydin pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.                                                   
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Exhibit 31.2 Certification of Robert R. Spellman pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.                                               
|
| |  |  | Exhibit 32.1 Certification of Craig W. Rydin pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.    
|
| |  |  | Exhibit 32.2 Certification of Robert R. Spellman pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



| |  |  | The Company furnished a Current Report on Form 8-K
dated July 22, 2003 pursuant to which it
furnished, under Items 7 and 9, its earnings release for the period
ended June 28, 2002.                                                                                                
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company filed a Current Report on Form 8-K dated September 3,
2003 pursuant to which it disclosed under Item 5 certain information
relating to its Registration Statement on Form S-3 and filed under
Item 7 the Underwriting Agreement relating to such Registration
Statement.

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| |  | SIGNATURES
| |  | ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

|                        |  |                                
|----------------------- |  | -------------------------------
|                        |  | THE YANKEE CANDLE COMPANY, INC.
|                        |  |                                
|                        |  | /s/ Robert R. Spellman         
|                        |  |                                
|Date: November 12, 2003 |  | By: Robert R. Spellman         
|                        |  | Senior Vice President, Finance 
|                        |  | and Chief Financial Officer    
|                        |  | (Principal Financial Officer)  

19