**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WashingtonD.C. 20549**

 

**FORM 10-Q/A**

**(AmendmentNo. 1)**

 

**(Mark One)**

 

**ý****                                ****QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended April 30,2004**

 

**or**

 

**o****                                ****TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from                       to                       **

 

**Commissionfile number 1-13026**

 

**BLYTH, INC.**

(Exact name of registrant asspecified in its charter) 

 

| **DELAWARE**                                                                                                                                                                                | **36-2984916**                     |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
| (State or  other jurisdiction of incorporation or organization)                                                                                                                             | (IRS  Employer Identification No.) |
|                                                                                                                                                                                        |                               |
| **One East Weaver Street, Greenwich,  Connecticut  06831**                                                                                                                             |
| **(Address of principal  executive offices)                      **(Zip Code) |

 

**(203)661-1926**

(Registrant’s telephone number,including area code)

 

#### **Not Applicable**

(Former name, former addressand former fiscal year, if changed since last report)

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 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 suchreports), and (2) has been subject to such filing requirements for the past 90days.

Yes o         No ý           SeeItem 5 of Part II.

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act).

Yes ý         No o

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date.

 

**45,678,927  Common Shares as of June 4, 2004**

 

 

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**Explanatory Note**

 

As of January 31, 2004, we revised our reporting segments based onStatement of Financial Accounting Standards No. 131, “Disclosures aboutSegments of an Enterprise and Related Information”. This revision of segmentshad the related effect of requiring changes in our reporting units for purposesof goodwill impairment reviews under Statement of Financial AccountingStandards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”),retroactive to the February 1, 2002 adoption date. This resulted in theneed to perform impairment reviews of several additional reporting units as of February 1,2002 and each subsequent year–end balance sheet date. These impairment reviewsindicated the need to record additional impairment charges as of the February 1,2002 adoption of SFAS 142.

 

On August 4, 2004, we filed amendments on Form 10–Q/A restatingour Consolidated Financial Statements for the interim periods ended April 30,July 31, and October 31, 2003 to reflect these changes. Ourpredecessor independent public accountants had performed the reviews that wewere required to have performed by Section 10–01(d) of Regulation S–X ofour Consolidated Financial Statements as included in our Quarterly Reports onForm 10–Q as initially filed for the interim periods ended April 30, July 31,and October 31, 2003. The amendments filed on Form 10-Q/A were filed afterour termination of our predecessor independent public accountants. TheConsolidated Financial Statements included in our amended quarterly reportswere not reviewed by any independent public accountant, and such amendedquarterly reports are therefore not considered fully compliant with therequirements of the Exchange Act and the rules and regulations of theCommission. In addition, because the financial statements as of April 30, July 31,and October 31, 2003 and for the periods then ended as set forth in ourQuarterly Reports for the periods ended April 30, July 31, and October 31,2004 have not been the subject of such a review, these Quarterly Reports onForm 10–Q are also not considered to be compliant with the Exchange Act and therules and regulations of the Commission. We have had preliminary discussionswith and plan to re-engage our predecessor independent public accountants toperform such a review, and we presently expect those reviews to be completed byour predecessor independent public accountants prior to January 31, 2005,although there can be no assurance that they will be able to do so. We do notexpect that the reviews of our amended quarterly reports or our quarterlyreports filed in fiscal 2005 will require any change to the ConsolidatedFinancial Statements.

 

Deloitte & Touche LLP, our current independent public accountants,have performed the review required by Section 10–01(d) of Regulation S–Xof our Condensed Consolidated Financial Statements for all interim periods infiscal 2005 (but not for any periods in fiscal 2004) as included in ourquarterly reports for the interim periods ended April 30, July 31,and October 31, 2004.

 

We are filing this amendment to our fiscal 2005 10-Q filing for theperiod ended April 30, 2004 to reflect the fact that the financialinformation for fiscal 2004 included in this report was not reviewed by anyindependent public accountant. At the appropriate time, we intend to file anadditional amendment to this amended report to reflect the completion of thereview.

 

The staff of the Commission may take the position that because certaininformation relating to our prior fiscal year in our Quarterly Reports forfiscal 2004 and 2005 has not been reviewed by any independent publicaccountants prior to filing as required by Section 10–01(d) of RegulationS–X, we would not be viewed as having made all required filings until thereports are amended to reflect the required review, and even then that thefilings were not filed timely. If so, we would be ineligible to use Forms S–2 andS–3 to register securities (or amend an existing registration statement) untilall required reports under the Exchange Act have been timely filed for the 12months prior to the filing of the registration statement or amendment. Whileineligibility to use Form S–2 or S–3 would involve additional expense should weneed to file or amend a registration statement, we do not view ineligibility ashaving a material adverse effect on our access to capital resources. Second,the safe harbor from registration contained in Rule 144 under the SecuritiesAct of 1933 may be unavailable to our executive officers, directors and otheraffiliates wishing to sell our securities. We have instructed such persons notto resell securities in reliance upon Rule 144 until otherwise advised. As aprecautionary matter, to be consistent with these instructions, on the coverpage of this filing, we have checked the box that indicates that we have notmade all filings required in the last 90 days.

 

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**Item 4.** Controls andProcedures

** **

(a) Evaluationof disclosure controls and procedures.

 

Ourmanagement, with the participation of our principal executive officer and ourprincipal financial officer, evaluated the effectiveness of our disclosurecontrols and procedures (as defined in Securities Exchange Act of 1934 (“ExchangeAct”) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by thisquarterly report as required by paragraph (b) of Exchange Act Rules 13a-15 or15d-15.  Based upon this evaluation, ourprincipal executive officer and our principal financial officer have concludedthat our disclosure controls and procedures are effective as of the end of theperiod covered by this quarterly report, except for the matters set forth inthe Explanatory Note to this quarterly report and Item 5 of Part II of thisquarterly report.

 

(b) Changes ininternal control over financial reporting.

 

There was no change in our internal controlover financial reporting identified in connection with the evaluation requiredby paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred duringour last fiscal quarter that has materially affected, or is reasonably likelyto materially affect, our internal control over financial reporting.

 

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**PART II.**  OTHER INFORMATION

** **

**Item5.**    Other Information

** **

As of January 31, 2004, we revised our reporting segments based onStatement of Financial Accounting Standards No. 131, “Disclosures aboutSegments of an Enterprise and Related Information”. This revision of segmentshad the related effect of requiring changes in our reporting units for purposesof goodwill impairment reviews under Statement of Financial AccountingStandards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”),retroactive to the February 1, 2002 adoption date. This resulted in theneed to perform impairment reviews of several additional reporting units as of February 1,2002 and each subsequent year–end balance sheet date. These impairment reviewsindicated the need to record additional impairment charges as of the February 1,2002 adoption of SFAS 142.

 

On August 4, 2004, we filed amendments on Form 10–Q/A restatingour Consolidated Financial Statements for the interim periods ended April 30,July 31, and October 31, 2003 to reflect these changes. Ourpredecessor independent public accountants had performed the reviews that wewere required to have performed by Section 10–01(d) of Regulation S–X ofour Consolidated Financial Statements as included in our Quarterly Reports onForm 10–Q as initially filed for the interim periods ended April 30, July 31,and October 31, 2003. The amendments filed on Form 10-Q/A were filed afterour termination of our predecessor independent public accountants. TheConsolidated Financial Statements included in our amended quarterly reportswere not reviewed by any independent public accountant, and such amendedquarterly reports are therefore not considered fully compliant with therequirements of the Exchange Act and the rules and regulations of theCommission. In addition, because the financial statements as of April 30, July 31,and October 31, 2003 and for the periods then ended as set forth in ourQuarterly Reports for the periods ended April 30, July 31, and October 31,2004 have not been the subject of such a review, these Quarterly Reports onForm 10–Q are also not considered to be compliant with the Exchange Act and therules and regulations of the Commission. We have had preliminary discussionswith and plan to re-engage our predecessor independent public accountants toperform such a review, and we presently expect those reviews to be completed byour predecessor independent public accountants prior to January 31, 2005,although there can be no assurance that they will be able to do so. We do notexpect that the reviews of our amended quarterly reports or our quarterlyreports filed in fiscal 2005 will require any change to the ConsolidatedFinancial Statements.

 

Deloitte & Touche LLP, our current independent public accountants,have performed the review required by Section 10–01(d) of Regulation S–Xof our Condensed Consolidated Financial Statements for all interim periods infiscal 2005 (but not for any periods in fiscal 2004) as included in ourquarterly reports for the interim periods ended April 30, July 31,and October 31, 2004.

 

We are filing this amendment to our fiscal 2005 10-Q filing for theperiod ended April 30, 2004 to reflect the fact that the financialinformation for fiscal 2004 included in this report was not reviewed by anyindependent public accountant. At the appropriate time, we intend to file anadditional amendment to this amended report to reflect the completion of thereview.

 

The staff of the Commission may take the position that because certaininformation relating to our prior fiscal year in our Quarterly Reports forfiscal 2004 and 2005 has not been reviewed by any independent publicaccountants prior to filing as required by Section 10–01(d) of RegulationS–X, we would not be viewed as having made all required filings until thereports are amended to reflect the required review, and even then that thefilings were not filed timely. If so, we would be ineligible to use Forms S–2and S–3 to register securities (or amend an existing registration statement)until all required reports under the Exchange Act have been timely filed forthe 12 months prior to the filing of the registration statement or amendment.While ineligibility to use Form S–2 or S–3 would involve additional expenseshould we need to file or amend a registration statement, we do not viewineligibility as having a material adverse effect on our access to capitalresources. Second, the safe harbor from registration contained in Rule 144under the Securities Act of 1933 may be unavailable to our executive officers,directors and other affiliates wishing to sell our securities. We haveinstructed such persons not to resell securities in reliance upon Rule 144until otherwise advised. As a precautionary matter, to be

 

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consistent with these instructions, on the cover page of this filing,we have checked the box that indicates that we have not made all filingsrequired in the last 90 days.

 

The Company is including the following cautionary statement in thisReport to make applicable, and to take advantage of, the safe harbor provisionsof the Private Securities Litigation Reform Act of 1995 for any forward-lookingstatements made by, or on behalf of, the Company.  Forward-looking statements include statementsconcerning plans, objectives, goals, strategies, future events or performanceand underlying assumptions and other statements, which are other thanstatements of historical facts.  Fromtime to time, the Company and its representatives may publish or otherwise makeavailable forward-looking statements of this nature.  All such forward-looking statements, whetherwritten or oral, and whether made by or on behalf of the Company, are expresslyqualified by the following cautionary statements.  Forward-looking statements involve risks anduncertainties, which could cause actual results or outcomes to differmaterially from those expressed in the forward-looking statements.  Such forward-looking statements are expected tobe based on various assumptions, many of which are based, in turn, upon furtherassumptions.  There can be no assurancethat management’s expectations, beliefs or projections will occur or beachieved or accomplished.  In addition toother factors and matters discussed elsewhere in this Report and in the Company’sother public filings and statements, the following are important factors that,in the view of the Company, could cause actual results to differ materiallyfrom those discussed in the Company’s forward-looking statements.  The Company disclaims any obligation toupdate any forward-looking statements, or the following factors, to reflectevents or circumstances after the date of this Report.

 

Risk of Inability to Maintain Sales Growth Rate

 

The Company has experienced significant salesgrowth in past years.  While managementexpects continued growth, our future growth rate will likely be less than ourhistorical growth rate.  The Companyexpects faster sales growth in its international market versus its UnitedStates market, particularly in the Direct Selling and Wholesale segments.  The Company’s ability to increase salesdepends on numerous factors, including market acceptance of existing products,the successful introduction of new products, the increase in consumers’discretionary spending, the ability to recruit new independent salesconsultants, sourcing of raw materials and demand-driven increases inproduction and distribution capacity. Business in all of our segments is driven by consumer preferences.  Accordingly, there can be no assurances thatthe Company’s current or future products will maintain or achieve marketacceptance.  Our sales and earningsresults can be negatively impacted by the worldwide economic environment,particularly the Canadian, United States and European economies. There can beno assurances that the Company’s financial results will not be materiallyadversely affected by these factors in the future.  The Company’s historical growth has been duein part to acquisitions and management continues to consider additionalstrategic acquisitions.  There can be noassurances that management will continue to identify suitable acquisitioncandidates, consummate acquisitions on terms favorable to the Company, financeacquisitions or successfully integrate acquired operations.

 

Risks Associated with International Sales andForeign-Sourced Products

 

Our international sales growth rate has outpaced our United Statesgrowth rate in recent years.  Moreover,the Company sources a portion of its products in all of its business segmentsfrom independent manufacturers in the Pacific Rim, Europe and Mexico.  For these reasons, we are subject to thefollowing risks associated with international manufacturing and sales:  fluctuations in currency exchange rates,economic or political instability, international public heath crises,transportation costs and delays, difficulty in maintaining quality control,

 

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restrictive governmental actions, nationalizations, the laws andpolicies of the United States, Canada and certain European countries affectingthe importation of goods (including duties, quotas and taxes) and the trade andtax laws of other nations.

 

Ability to Respond to Increased Product Demand

 

The Company’s ability to meet future product demand in all of itsbusiness segments will depend upon its success in (1) bringing new productionand distribution capacity on line in a timely manner, (2) improving its abilityto forecast product demand and fulfill customer orders promptly, (3) improvingcustomer service-oriented management information systems and (4) training,motivating and managing new employees. The failure of any of the above could result in a material adverseeffect on our financial results.

 

Risk of Shortages of Raw Materials

 

Certain raw materials could be in short supply due to capacity,availability, a change in requirements, weather or other factors, includingsupply disruptions due to production or transportation delays.  Such shortages have not had and are notpresently expected to have a material adverse effect on the Company’soperations.  While the price of crude oilis only one of several factors impacting the price of petroleum wax, it ispossible that recent fluctuations in oil prices may have a material adverseaffect on the cost of petroleum-based products used in the manufacture ortransportation of our products, particularly in the Direct Selling andWholesale segments.

 

Dependence on Key Corporate Management Personnel

 

Our success depends in part on the contributions of key corporatemanagement, including our Chairman and Chief Executive Officer, Robert B.Goergen.  The Company does not haveemployment contracts with any of its key corporate management personnel exceptMr. Goergen, nor does it maintain any key person life insurance policies.  The loss of any of the key corporatemanagement personnel could have a material adverse effect on the Company.

 

Risk of Increased Competition

 

Our business is highly competitive both in terms of pricing and newproduct introductions.  The worldwidemarket for home expressions products is highly fragmented with numeroussuppliers serving one or more of the distribution channels served by the Company.  In addition, the Company competes for directselling consultants with other direct selling companies.  Because there are relatively low barriers toentry in all of our business segments, the Company may face increasedcompetition from other companies, some of which may have substantially greaterfinancial or other resources than those available to us.  Competition includes companies sellingcandles manufactured at low cost outside of the United States.  Moreover, certain competitors focus on asingle geographic or product market and attempt to gain or maintain marketshare solely on the basis of price.

 

# **RisksRelated to Information Technology Systems**

# ** **

Our information technology systems are dependent on globalcommunications providers, telephone systems, hardware, software and otheraspects of Internet infrastructure that have experienced significant systemfailures and outages in the past.  Oursystems are susceptible to outages due to fire, floods, power loss,telecommunications failures, break-ins and similar events.  Despite the implementation of networksecurity measures, the Company’s systems are vulnerable to computer viruses,break-ins and similar disruptions from unauthorized tampering with Companysystems.  The occurrence of these orother events could disrupt or damage our information technology systems andinhibit internal operations, the ability to provide customer service or theability of customers or sales personnel to access the Company’s informationsystems.

 

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**Item 6.****   ****Exhibits**

 

a)              Exhibits

 

31.1         Certificationof Chairman, and Chief Executive Officer pursuant to Rule 13a-14(a) under theSecurities Exchange Act of 1934.

 

31.2         Certificationof Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) underthe Securities Exchange Act of 1934.

 

32.1         Certificationof Chairman and Chief Executive Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002.

 

32.2         Certificationof Vice President and Chief Financial Officer pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002.

 

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**SIGNATURES**

** **

**Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.**

 

 
|   |                    | BLYTH, INC.                                |
|--------|-------------------------|--------------------------------------------|
|   |                    |                                       |
|   |                    |                                       |
| Date:  | December 16,  2004 |                                       | By: | /s/ Robert B. Goergen |   |
|   |                    | Robert B. Goergen                          |
|   |                    | Chairman and Chief Executive Officer       |
|   |                    |                                       |
|   |                    |                                       |
| Date:  | December 16,  2004 |                                       | By: | /s/ Robert H. Barghaus |   |
|   |                    | Robert H. Barghaus                         |
|   |                    | Vice President and Chief Financial Officer |

 

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