1
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: June 30, 2001
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Commission File Number: 001-15023
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THE YANKEE CANDLE COMPANY, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04 259 1416
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16 YANKEE CANDLE WAY, SOUTH DEERFIELD, MASSACHUSETTS 01373
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(Address of principal executive office and zip code)
(413) 665-8306
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value New York Stock Exchange, Inc.
(Title of class) (Name of each exchange where registered)
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 ___
The registrant had 54,548,961 shares of Common Stock, par value $0.01,
outstanding as of August 10, 2001.
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THE YANKEE CANDLE COMPANY, INC.
FORM 10-Q - Quarter Ended June 30, 2001
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. (the "Company")
and its subsidiaries 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. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. There are a number
of important factors that could cause the Company's 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."
Index
Item Page
- ---- ----
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of June 30, 2001 and December 30, 2000 3
Condensed Consolidated Statements of Operations
For the Thirteen Weeks Ended June 30, 2001 and July 1, 2000 4
Condensed Consolidated Statements of Cash Flows for the
Twenty-Six Weeks Ended June 30, 2001 and July 1, 2000 5
Notes to the Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
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PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements
THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 30,
2001 2000
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ASSETS (unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 4,217 $ 13,297
Accounts receivable, less allowance of $325 at June 30, 2001
and $352 at December 30, 2000 15,109 17,945
Inventory 39,287 35,036
Prepaid expenses and other current assets 7,411 5,419
Deferred tax assets 3,027 3,027
--------- ---------
TOTAL CURRENT ASSETS 69,051 74,724
PROPERTY, PLANT AND EQUIPMENT-NET 99,228 92,875
MARKETABLE SECURITIES 1,192 1,072
CLASSIC VEHICLES 874 874
DEFERRED FINANCING COSTS 3,372 3,929
DEFERRED TAX ASSETS 138,061 138,061
OTHER ASSETS 772 293
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TOTAL ASSETS $ 312,550 $ 311,828
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 11,025 $ 16,133
Accrued interest 509 2,524
Accrued payroll 7,673 7,757
Accrued income taxes -- 12,006
Other accrued liabilities 8,790 7,352
Current portion of long-term debt 30,500 30,000
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TOTAL CURRENT LIABILITIES 58,497 75,772
DEFERRED COMPENSATION OBLIGATION 1,255 1,074
LONG TERM DEBT - Less current portion 145,000 127,512
DEFERRED RENT 2,257 2,303
STOCKHOLDERS' EQUITY:
Common stock 1,041 1,041
Additional paid-in capital 224,850 224,381
Treasury stock (213,752) (212,988)
Retained earnings 94,985 93,740
Unearned stock compensation (845) (631)
Accumulated other comprehensive loss (738) (376)
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TOTAL STOCKHOLDERS' EQUITY 105,541 105,167
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 312,550 $ 311,828
========= =========
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 Twenty-Six Weeks Ended
June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000
------------- ------------ ------------- ------------
Net sales $ 62,230 $ 58,179 $ 137,550 $ 121,668
Cost of goods sold 30,132 26,904 68,147 55,983
--------- --------- --------- ---------
Gross profit 32,098 31,275 69,403 65,685
Selling expenses 17,157 14,462 34,332 27,605
General and administrative expenses 9,654 7,690 18,845 15,476
Restructuring charge -- -- 8,000 --
--------- --------- --------- ---------
Income from operations 5,287 9,123 8,226 22,604
Interest income (18) (44) (60) (110)
Interest expense 2,996 4,137 6,372 7,983
Other (income) expense (27) (19) (128) 34
--------- --------- --------- ---------
Income before provision for income taxes 2,336 5,049 2,042 14,697
Provision for income taxes 911 2,020 797 5,879
--------- --------- --------- ---------
Net income $ 1,425 $ 3,029 $ 1,245 $ 8,818
========= ========= ========= =========
Basic earnings per share $ 0.03 $ 0.06 $ 0.02 $ 0.17
========= ========= ========= =========
Diluted earnings per share $ 0.03 $ 0.06 $ 0.02 $ 0.16
========= ========= ========= =========
Weighted average shares:
Basic 53,614 52,900 53,616 52,900
========= ========= ========= =========
Diluted 54,813 54,670 54,738 54,646
========= ========= ========= =========
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 Twenty-Six Weeks Ended
June 30, 2001 July 1, 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,245 $ 8,818
Adjustments to reconcile net income to net cash
Used in operating activities:
Depreciation and amortization 6,629 4,563
Write-down of Utah equipment 2,124 --
(Gain) loss on sale of equipment (55) 34
Unrealized loss (gain) on marketable equity securities 10 (21)
Non-cash stock compensation 247 302
Changes in assets and liabilities:
Accounts receivable-net 2,747 (1,391)
Inventory (4,459) (18,599)
Prepaid expenses and other assets (2,510) (1,174)
Accounts payable (5,096) (4,124)
Accrued expenses and other liabilities (12,522) (8,044)
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NET CASH USED IN OPERATING ACTIVITIES (11,640) (19,636)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (14,707) (23,172)
Proceeds from sale of equipment 187 6
Investments in marketable equity securities (129) (188)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (14,649) (23,354)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for expenses related to the sale of common stock -- (97)
Payments for redemption of common stock (764) --
Net borrowings (repayments) under bank credit agreements and other 33,030 38,962
Principal payments on long-term debt and capital lease obligations (15,000) (15,000)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,266 23,865
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EFFECT OF EXCHANGE RATE ON CASH (57) (20)
NET DECREASE IN CASH AND CASH EQUIVALENTS (9,080) (19,145)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,297 23,569
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,217 $ 4,424
======== ========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest $ 7,423 $ 7,979
Income taxes 14,077 11,672
See notes to Condensed Consolidated Financial Statements
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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. (the "Company") and its subsidiaries 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 contains all adjustments necessary for a fair presentation of the
results for such periods. In addition, the Company believes such information
reflects all adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of financial position and 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
year ending December 29, 2001.
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, although
the Company believes the disclosure is adequate to make the information
presented not misleading. 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 30, 2000.
2. INVENTORIES
Inventory quantities are substantiated through the completion of quarter end
physical inventory counts. Inventories are stated at the lower of cost or market
on a last-in first-out ("LIFO") basis.
The components of inventory were as follows:
June 30, December 30,
2001 2000
-------- ------------
Finished goods, net $33,898 $26,687
Work-in-process 62 15
Raw materials and packaging 5,327 8,334
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$39,287 $35,036
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3. INCOME TAXES
The Company's effective tax rate in the thirteen weeks and the twenty-six weeks
ended June 30, 2001 and July 1, 2000 was 39% and 40%, respectively. 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.
4. EARNINGS PER SHARE
Under SFAS No. 128, the Company provides dual presentation of earnings per share
("EPS") on a basic and diluted basis. The computation of basic earnings per
share is based on the weighted average number of common shares outstanding
during the period. The computation of diluted earnings per share includes the
dilutive effect of common stock equivalents consisting of certain shares subject
to stock options. The following summarizes the effects of the assumed issuance
of dilutive securities on weighted average shares.
Thirteen Weeks Ended Twenty-six Weeks Ended
----------------------------- ----------------------------
June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000
------------- ------------ ------------- ------------
Weighted average basic shares
outstanding 53,614 52,900 53,616 52,900
Contingently returnable shares and shares
issuable pursuant to stock option grants 1,199 1,770 1,122 1,746
------ ------ ------ ------
Weighted average diluted shares
outstanding 54,813 54,670 54,738 54,646
====== ====== ====== ======
5. COMPREHENSIVE INCOME
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Comprehensive income includes all changes in equity 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 Twenty-six Weeks Ended
------------------------------ ------------------------------
June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000
------------- ------------ ------------- ------------
Net income $ 1,425 $ 3,029 $ 1,245 $ 8,818
Other comprehensive income (loss):
Translation adjustment (50) (305) (362) (291)
------- ------- ------- -------
Total other comprehensive income (50) (305) (362) (291)
------- ------- ------- -------
Comprehensive income $ 1,375 $ 2,724 $ 883 $ 8,527
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6. SEGMENT 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 services and the methods used to distribute the
product are different.
Balance per
Thirteen Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
June 30, 2001 Retail Wholesale Other Statements of Income
- -------------- ------ --------- ------------ --------------------
Net sales $ 34,114 $ 28,116 $ -- $ 62,230
Gross profit 20,018 12,080 -- 32,098
Operating margin 4,912 10,029 (9,654) 5,287
Unallocated costs -- -- (2,951) (2,951)
Income before provision for income taxes -- -- -- 2,336
Balance per
Thirteen Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 1, 2000 Retail Wholesale Other Statements of Income
- -------------- ------ --------- ------------ --------------------
Net sales $ 26,558 $ 31,621 $ -- $ 58,179
Gross profit 17,098 14,177 -- 31,275
Operating margin 4,799 12,014 (7,690) 9,123
Unallocated costs -- -- (4,074) (4,074)
Income before provision for income taxes -- -- -- 5,049
Balance per
Twenty Six Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
June 30, 2001 Retail Wholesale Other Statements of Income
- ---------------- ------ --------- ------------ --------------------
Net sales $ 68,871 $ 68,679 $ -- $ 137,550
Gross profit 40,845 28,558 -- 69,403
Operating margin 10,775 24,296 (26,845) 8,226
Unallocated costs -- -- (6,184) (6,184)
Income before provision for income taxes -- -- -- 2,042
Balance per
Twenty Six Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 1, 2000 Retail Wholesale Other Statements of Income
- ---------------- ------ --------- ------------ --------------------
Net sales $ 51,275 $ 70,393 $ -- $ 121,668
Gross profit 33,288 32,397 -- 65,685
Operating margin 9,801 28,279 (15,476) 22,604
Unallocated costs -- -- (7,907) (7,907)
Income before provision for income taxes -- -- -- $ 14,697
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7. RESTRUCTURING CHARGE
On February 14, 2001, the Company announced plans to consolidate and restructure
its distribution, manufacturing and supply chain operations. In connection with
this decision the Company shut-down its Utah distribution facility and
restructured its distribution and manufacturing work-force. As a result of this
plan, the Company recorded a pre-tax restructuring charge of approximately $8.0
million in the first quarter of fiscal 2001. The major components of this charge
were severance costs and other employee related costs, the write-down of
non-recoverable leasehold improvements, fixture and equipment investments and
estimated continuing occupancy expense, net of anticipated sub-lease income. The
Company's workforce was reduced by approximately 450 employees as a result of
this restructuring. An analysis of the restructuring reserve is as follows:
For the thirteen weeks ended For the thirteen weeks ended
March 31, 2001 June 30, 2001
Accrued as of Accrued as of Change in Accrued as of
December 30, 2000 Expense Costs Paid March 31, 2001 Costs Paid Estimates June 30, 2001
----------------- ------- ---------- -------------- ---------- --------- -------------
Occupancy $ -- $ 2,635 $ (134) $ 2,501 $ (204) $ -- $ 2,297
Employee related -- 2,635 (1,386) 1,249 (736) 78 591
Other -- 606 (476) 130 (35) (78) 17
----- ------- ------- ------- ------- ------- -------
Total $ -- $ 5,876 $(1,996) $ 3,880 $ (975) $ -- $ 2,905
===== ======= ======= ======= ======= ======= =======
In addition, as described above, the Company recorded a pre-tax non-cash
write-down of non-recoverable leasehold improvements, fixture and equipment
investments at its Utah facility of $2,124.
8. NEW ACCOUNTING PRONOUNCEMENTS
In May 2000, EITF 00-10, "Accounting for Shipping and Handling Fees and Costs"
was issued by the Emerging Issues Task Force. This pronouncement addressed the
classification of (i) amounts billed to customers for shipping and handling
activities and (ii) costs incurred by sellers for shipping and handling
activities in the statement of operations. The Company implemented this
pronouncement during the fifty-two week period ended December 30, 2000. All
financial statements presented have been reclassified to reflect the current
period presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
NET SALES
Net sales increased 6.9% to $62.2 million for the thirteen weeks ended June 30,
2001 from $58.2 million for the thirteen weeks ended July 1, 2000; and increased
13.1% to $137.6 million for the twenty-six weeks ended June 30, 2001 from $121.7
million for the twenty-six weeks ended July 1, 2000.
Wholesale sales decreased 11.1% to $28.1 million for the thirteen weeks ended
June 30, 2001 from $31.6 million for the thirteen weeks ended July 1, 2000; and
decreased 2.4% to $68.7 million for the twenty-six weeks ended June 30, 2001
from $70.4 million for the twenty-six weeks ended July 1, 2000. This decrease
was primarily due to the Company's wholesale customers' cautious purchasing
behavior due to concerns with both the general economic environment and their
total investment in inventory.
Retail sales increased 28.2% to $34.1 million for the thirteen weeks ended June
30, 2001 from $26.6 million for the thirteen weeks ended July 1, 2000; and
increased 34.3% to $68.9 million for the twenty-six weeks ended June 30, 2001
from $51.3 million for the twenty-six weeks ended July 1, 2000. There were 157
retail stores open as of June 30, 2001 compared to 131 retail stores open as of
July 1, 2000 and 147 retail stores open as of December 30, 2000. Comparable
store and mail-order hub sales increased 11% for the quarter ended June 30, 2001
and increased 12% for the twenty-six weeks ended June 30, 2001. Retail
comparable store sales increased 3% for the quarter ended June 30, 2001 and
increased 5% for the twenty-six weeks ended June 30, 2001. There were 126 retail
stores included in the comparable store base as of June 30, 2001. The increase
in retail sales was achieved by increasing the number of retail stores and
increasing sales in existing retail stores and mail-order operations.
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GROSS PROFIT
Gross profit increased 2.6% to $32.1 million for the thirteen weeks ended June
30, 2001 from $31.3 million for the thirteen weeks ended July 1, 2000; and
increased 5.6% to $69.4 million for the twenty-six weeks ended June 30, 2001
from $65.7 million for the twenty-six weeks ended July 1, 2000. As a percentage
of sales, gross profit decreased to 51.6% for the thirteen weeks ended June 30,
2001 from 53.8% for the thirteen weeks ended July 1, 2000; and decreased to
50.5% for the twenty-six weeks ended June 30, 2001 from 54.0% for the twenty-six
weeks ended July 1, 2000. The decline in the gross profit rate for the thirteen
weeks ended June 30, 2001 was primarily attributable to a higher mix of sales
associated with the Company's fragrance of the month sales program and a higher
mix of non-manufactured sales. The decrease in gross profit for the twenty-six
weeks ended June 30, 2001 was unfavorably impacted by inefficiencies in supply
chain operations experienced in the first quarter of 2001, the higher mix of
sales associated with the Company's fragrance of the month sales program, the
higher mix of non-manufactured sales and discounts associated with the
sell-through of holiday merchandise in the retail business during the first
quarter. The supply chain inefficiencies were addressed during the first quarter
of fiscal 2001 as part of the Company's restructuring plan.
SELLING EXPENSES
Selling expenses increased 18.6% to $17.2 million for the thirteen weeks ended
June 30, 2001 from $14.5 million for the thirteen weeks ended July 1, 2000; and
increased 24.3% to $34.3 million for the twenty-six weeks ended June 30, 2001
from $27.6 million for the twenty-six weeks ended July 1, 2000. These expenses
are related to both wholesale and retail operations and consist of payroll,
occupancy, advertising and other operating costs, as well as preopening costs,
which are expensed as incurred. As a percentage of sales, selling expenses
increased to 27.7% for the thirteen weeks ended June 30, 2001 from 24.9% for the
thirteen weeks ended July 1, 2000; and increased to 24.9% for the twenty-six
weeks ended June 30, 2001 from 22.7% for the twenty-six weeks ended July 1,
2000. The increase in selling expense in dollars and as a percentage of sales
for the thirteen and the twenty-six weeks ended June 30, 2001 was primarily
related to the continued growth in the number of retail stores, from 131 as of
July 1, 2000 to 157 as of June 30, 2001. Retail sales, which have higher selling
expenses as a percent of sales than wholesale sales, represented 54.8% of total
sales in the thirteen weeks ended June 30, 2001 compared to 45.7% in the
thirteen weeks ended July 1, 2000; and 50.1% of total sales in the twenty-six
weeks ended June 30, 2001 compared to 42.1% in the twenty-six weeks ended July
1, 2000. The increase in selling expense as a percentage of sales is also
explained by the heavy weighting of new stores. The Company opened 45 new stores
in the fifty-two weeks ended December 30, 2000 and ten new stores in the
twenty-six weeks ended June 30, 2001. New stores typically generate lower
operating margin contributions than stores that have been open for more than one
year since fixed costs, as a percent of sales, are higher during the early sales
maturation period. In fact, excluding the sales and selling expenses of the 2000
and 2001 store classes from the thirteen and twenty-six weeks ended June 30,
2001, and the sales and selling expenses of the 2000 store class from the
thirteen and twenty-six weeks ended July 1, 2000, store selling expense declined
as a percent of sales.
SEGMENT PROFITABILITY
Segment profitability is net sales less cost of sales and selling expenses.
Segment profitability for the Company's wholesale operations, including Europe,
was $10.0 million, or 35.7% of wholesale sales for the thirteen weeks ended June
30, 2001 compared to $12.0 million or 38.0% of wholesale sales for the thirteen
weeks ended July 1, 2000. Segment profitability for the Company's retail
operations was $4.9 million or 14.4% of retail sales for the thirteen weeks
ended June 30, 2001 compared to $4.8 million or 18.1% of retail sales for the
thirteen weeks ended July 1, 2000. The decrease in segment profitability for the
thirteen weeks ended June 30, 2001 was primarily attributable to a higher mix of
sales associated with the Company's fragrance of the month sales program and a
higher mix of non-manufactured sales.
Segment profitability for the Company's wholesale operations, including Europe,
was $24.3 million, or 35.4% of wholesale sales for the twenty-six weeks ended
June 30, 2001 compared to $28.3 million or 40.2% of wholesale sales for the
twenty-six weeks ended July 1, 2000. Segment profitability for the Company's
retail operations was $10.8 million or 15.7% of retail sales for the twenty-six
weeks ended June 30, 2001 compared to $9.8 million or 19.1% of retail sales for
the twenty-six weeks ended July 1, 2000. The decrease in segment profitability
for the twenty-six weeks ended June 30, 2001 was unfavorably impacted by
inefficiencies in supply chain operations experienced in the first quarter of
2001, the higher mix of sales associated with the Company's fragrance of the
month sales program, the higher mix of non-manufactured sales and discounts
associated with the sell-through of holiday merchandise in the retail business
during the first quarter. The supply chain inefficiencies were addressed during
the first quarter of fiscal 2001 as part of the Company's restructuring plan.
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GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, which consist primarily of
personnel-related costs incurred in the administration of support functions,
increased 26.0% to $9.7 million for the thirteen weeks ended June 30, 2001 from
$7.7 million for the thirteen weeks ended July 1, 2000; and increased 21.3% to
$18.8 million for the twenty-six weeks ended June 30, 2001 from $15.5 million
for the twenty-six weeks ended July 1, 2000. As a percentage of sales, general
and administrative expenses increased to 15.6% for the thirteen weeks ended June
30, 2001 from 13.2% for the thirteen weeks ended July 1, 2000; and increased to
13.7% for the twenty-six weeks ended June 30, 2001 from 12.7% for the twenty-six
weeks ended July 1, 2000. The increase in general and administrative expenses
was primarily due to the new systems infrastructure installed in the last half
of fiscal 2000.
RESTRUCTURING CHARGE
Restructuring charge was $8.0 million for the twenty-six weeks ended June 30,
2001 to record costs associated with the Company's decision to consolidate and
restructure its distribution, manufacturing and supply chain operations. The
Company shut down its Utah distribution facility and restructured its
distribution and manufacturing work-force during the twenty-six weeks ended June
30, 2001. Included in the restructuring charge are severance and other employee
related costs, the non-cash write-down of non-recoverable leasehold
improvements, fixture and equipment investments and estimated continuing
occupancy expense, net of anticipated sub-lease income. An analysis of the
restructuring reserve is as follows:
For the thirteen weeks ended For the thirteen weeks ended
March 31, 2001 June 30, 2001
Accrued as of Accrued as of Change in Accrued as of
December 30, 2000 Expense Costs Paid March 31, 2001 Costs Paid Estimates June 30, 2001
----------------- ------- ---------- -------------- ---------- --------- -------------
Occupancy $ -- $ 2,635 $ (134) $ 2,501 $ (204) $ -- $ 2,297
Employee related -- 2,635 (1,386) 1,249 (736) 78 591
Other -- 606 (476) 130 (35) (78) 17
----- ------- ------- ------- ------- ------- -------
Total $ -- $ 5,876 $(1,996) $ 3,880 $ (975) $ -- $ 2,905
===== ======= ======= ======= ======= ======= =======
In addition, as described above, the Company recorded a pre-tax non-cash
write-down of non-recoverable leasehold improvements, fixture and equipment
investments at its Utah facility of $2,124.
NET OTHER EXPENSE
Net other expense was $3.0 million, or 4.8% of sales, for the thirteen weeks
ended June 30, 2001 compared to $4.1 million, or 7.1% of sales, for the thirteen
weeks ended July 1, 2000; and $6.2 million, or 4.5% of sales for the twenty-six
weeks ended June 30, 2001 compared to $7.9 million, or 6.7% of sales for the
twenty-six weeks ended July 1, 2000. The primary component of the expense in
each of these periods was interest expense, which was $3.0 million in the
thirteen weeks ended June 30, 2001 compared to $4.1 million in the thirteen
weeks ended July 1, 2000; and $6.4 million for the twenty-six weeks ended June
30, 2001 compared to $8.0 million for the twenty-six weeks ended July 1, 2000.
Interest expense in the thirteen weeks and the twenty-six weeks ended June 30,
2001 decreased when compared to the same periods in the prior year primarily due
to a reduction in the total debt outstanding from $211.0 million at July 1, 2000
compared to $175.5 million at June 30, 2001.
PROVISION FOR INCOME TAXES
The Company's effective tax rate for the thirteen and the twenty-six week
periods ended June 30, 2001 and July 1, 2000 was 39% and 40%, respectively.
Management estimates that such rates will remain in place for the entire year
based on its current tax structure.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $9.1 million compared to December 30,
2000. This decrease was partially attributable to cash used in operating
activities of $11.6 million, which includes a $14.1 million payment of corporate
income taxes for fiscal 2000 and fiscal 2001. Capital expenditures for the
twenty-six weeks ended June 30, 2001 were $14.7 million, primarily related to
the capital requirements to open ten new stores, investments in logistics
operations including the opening of a new distribution center in April 2001,
information systems and manufacturing operations.
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Net cash provided by financing activities was $17.3 million in the twenty-six
weeks ended June 30, 2001 which primarily represents net borrowings during the
quarter on the Company's credit facility.
The Company opened ten new stores during the twenty-six weeks ended June 30,
2001 and expects to open approximately 35 additional stores during the next
twenty-six weeks of fiscal 2001. The Company expects to use approximately $10.5
million for store openings during the last twenty-six weeks of fiscal 2001. In
addition, the Company plans to continue to make investments in manufacturing
equipment, information systems, logistics operations and store redesign to
improve operational efficiencies and customer service. The Company expects to
meet these cash requirements through a combination of available cash, operating
cash flow and borrowings under its credit facility.
As of June 30, 2001, the Company was in compliance with all covenants under its
credit facility. Available borrowings under the revolving credit facility were
$72.0 million.
The Company expects that its current cash and cash equivalents and the funds
available under its revolving credit and term loan facility will be sufficient
to fund its planned store openings, other recurring operational cash needs and
costs associated with its restructuring for the next twelve months.
IMPACT OF INFLATION
The Company does not believe inflation has a significant impact on its
operations. The prices of its products have not varied based on the movement of
the consumer price index. The majority of material and labor costs are not
materially affected by inflation.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2000, EITF 00-10, "Accounting for Shipping and Handling Fees and Costs"
was issued by the Emerging Issues Task Force. This pronouncement addressed the
classification of (i) amounts billed to customers for shipping and handling
activities and (ii) costs incurred by sellers for shipping and handling
activities in the statement of operations. The Company implemented this
pronouncement during the fifty-two week period ended December 30, 2000. All
financial statements presented have been reclassified to reflect the current
period presentation.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risks relate primarily to changes in interest rates. The
Company bears this risk in two specific ways. First, it has debt outstanding. At
June 30, 2001 there was $175.5 million of debt outstanding, which consisted of
$97.5 million in term loans and $78.0 million from its revolving credit
facility. Because this debt carries a variable interest rate pegged to market
indices, the Company's statements of operations and cash flows are exposed to
changes in interest rates.
The Company buys a variety of raw materials for inclusion in its products. The
only raw material that it considers 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, the Company's operations outside of the United States are
immaterial. Accordingly, it is not exposed to substantial risks arising from
foreign currency exchange rates.
FORWARD-LOOKING INFORMATION
As referenced above, there are a number of factors that might cause the
Company's 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.
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FUTURE OPERATING RESULTS
The following factors could adversely affect the Company's future operating
results.
THE COMPANY MAY NOT BE ABLE TO GROW ITS BUSINESS AS PLANNED.
Yankee Candle intends to continue to pursue a business strategy of increasing
sales and earnings by expanding its retail and wholesale operations both in the
United States and internationally. The Company's retail growth strategy depends
in large part on its ability to open new stores in both existing and new
geographic markets. Because Yankee Candle's ability to implement its growth
strategy successfully will be dependent in part on factors beyond its control,
including changes in consumer preferences and in its competitive environment,
the Company may not be able to achieve its planned growth or sustain its
financial performance. Yankee Candle's ability to anticipate changes in the
candle and giftware industries, and identify industry trends will be critical
factors in its ability to remain competitive. The Company expects that, as it
grows, it will become more difficult to maintain the Company's growth rate. The
Company cannot give assurances that it will continue to grow at a rate
comparable to Yankee Candle's historic growth rate or that its historic
financial performance will continue as the Company grows.
THE COMPANY FACES SIGNIFICANT COMPETITION IN THE GIFTWARE INDUSTRY, WHICH COULD
ADVERSELY AFFECT ITS FUTURE OPERATING RESULTS, FINANCIAL CONDITION AND LIQUIDITY
AND ITS ABILITY TO CONTINUE TO GROW ITS BUSINESS.
Yankee Candle competes 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. Yankee
Candle's products compete with other scented and unscented candle products and
with other gifts within a comparable price range, like boxes of candy, flowers,
wine, fine soap and related merchandise. Yankee Candle's competitors include
candle manufacturers and a variety of retail formats such as franchised candle
store chains, specialty candle stores, gift and houseware retailers, department
stores, mass market stores and mail order houses. Some of these competitors are
part of large, diversified companies having greater financial resources and a
wider range of product offerings than Yankee Candle. This competitive
environment could adversely affect the Company's future revenues and profits,
financial condition and liquidity and its ability to continue to grow its
business.
YANKEE CANDLE INCURRED INDEBTEDNESS IN CONNECTION WITH ITS 1998
RECAPITALIZATION, AND SERVICING ITS INDEBTEDNESS COULD REDUCE FUNDS AVAILABLE TO
GROW ITS BUSINESS.
At June 30, 2001, there was $175.5 million of debt outstanding, which consisted
of $97.5 million in term loans and $78.0 million from its revolving credit
facility. Although Yankee Candle believes that its cash flow from operations and
its available financing should be sufficient to meet its anticipated
requirements for growing the business and servicing its debt, the Company's
level of long-term indebtedness could reduce funds available to grow its
business in the future.
YANKEE CANDLE'S SUCCESS DEPENDS ON ITS SENIOR EXECUTIVE OFFICERS, THE LOSS OF
WHOM COULD DISRUPT THE COMPANY'S BUSINESS.
The Company's success is substantially dependent upon the retention of its
senior executive officers. If the Company's senior executive officers become
unable or unwilling to participate in the business of Yankee Candle, its future
business and financial performance could be materially affected.
BECAUSE YANKEE CANDLE IS NOT A DIVERSIFIED COMPANY AND IS DEPENDENT UPON ONE
INDUSTRY, YANKEE CANDLE HAS LESS FLEXIBILITY IN REACTING TO UNFAVORABLE CONSUMER
TRENDS, ADVERSE ECONOMIC CONDITIONS OR BUSINESS CYCLES.
THE LOSS OF THE COMPANY'S MANUFACTURING FACILITY WOULD DISRUPT ITS OPERATIONS.
Yankee Candle relies exclusively on its manufacturing facility in Whately,
Massachusetts to produce its candle products. Because most of its machinery is
designed or customized by Yankee Candle to manufacture its products, and because
the Company has strict quality control standards for its products, the loss of
its manufacturing facility, due to natural disaster or otherwise, would
materially affect the Company's operations. Although Yankee Candle's
manufacturing facility is adequately insured, the Company believes it would take
a minimum of nine months to replace the plant and machinery to a level
equivalent to their current level of production and quality control standards.
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THE COMPANY MAY EXPERIENCE A DECLINE IN ITS RETAIL COMPARABLE STORE SALES, WHICH
COULD CAUSE THE PRICE OF ITS COMMON STOCK TO DROP.
Comparable store sales from the Company's retail business have contributed to
Yankee Candle's overall sales growth. The Company's retail comparable store
sales could be adversely impacted by competition or Yankee Candle's inability to
execute its business strategy. If the Company's retail comparable store sales
decline for any reason, Yankee Candle could experience a decline in its revenues
and income, which could lower the price of the Company's common stock.
SEASONAL AND QUARTERLY FLUCTUATIONS IN THE COMPANY'S BUSINESS COULD AFFECT THE
MARKET FOR ITS COMMON STOCK.
Yankee Candle's net sales and operating results vary from quarter to quarter.
The Company has historically realized higher net sales and operating income in
its fourth quarter, particularly in its retail business, which is the larger
portion of the Company's sales. Yankee Candle believes 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, the Company believes that
quarter to quarter comparisons of its operating results are not necessarily
meaningful and that these comparisons cannot be relied upon as indicators of
future performance. In addition, Yankee Candle may also experience quarterly
fluctuations in its net sales and income depending on various factors,
including, among other things, the number of new retail stores the Company opens
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 the
Company's operating expenses, such as rent expense, advertising and promotional
expense and employee wages and salaries, do not vary directly with net sales and
are difficult to adjust in the short term. As a result, if net sales for a
particular quarter are below the Company's expectations, the Company could not
proportionately reduce operating expenses for that quarter, and therefore a net
sales shortfall could have a disproportionate effect on the Company's operating
results for that quarter. As a result of these factors, Yankee Candle may report
in the future net sales and operating results that do not match the expectations
of market analysts and investors. This could cause the trading price of the
Company's common stock to decline.
YANKEE CANDLE IS CONTROLLED BY FORSTMANN LITTLE & CO., WHOSE INTERESTS MAY
CONFLICT WITH THOSE OF OTHER STOCKHOLDERS.
Partnerships affiliated with Forstmann Little & Co. own approximately 63% of the
Company's outstanding common stock and control the Company. Accordingly, they
are able to:
- - elect the Company's entire board of directors,
- - control the Company's management and policies, and
- - determine, without the consent of the Company's other stockholders, the
outcome of any corporate transaction or other matter submitted to the
Company's stockholders for approval, including mergers, consolidations and
the sale of all or substantially all of the Company's assets.
They are also able to prevent or cause a change in control of Yankee Candle and
are able to amend the Company's Articles of Organization and By-Laws at any
time. The interests of the Forstmann Little partnerships also may conflict with
the interests of the other holders of common stock.
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
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Item 4. Submission of Matters to a Vote of Security Holders
The Company held its 2001 Annual Meeting of Stockholders (the "Annual
Meeting") on June 13, 2001. At the Annual Meeting, the following
matters were submitted to a vote of the stockholders and the following
actions were taken with respect thereto:
The Stockholders elected Michael J. Kittredge, Ronald L. Sargent and
Dale F. Frey as Class II directors of the Company, to serve until the
2004 Annual Meeting or until their successors are duly elected and
qualified. Holders of 53,671,552 shares of common stock voted to elect
Mr. Kittredge. Holders of 53,778,975 shares of common stock voted to
elect Mr. Sargent. Holders of 36,048,691 shares of common stock voted
to elect Mr. Frey.
The stockholders voted to ratify the appointment of Deloitte & Touche
L.L.P. as the Company's independent auditors for the current fiscal
year by a vote of 53,754,200 shares of common stock in favor, 24,965
shares of common stock against, and 9,280 shares of common stock
abstaining.
No other matters were submitted to a vote of the stockholders at the
Annual Meeting.
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Not Applicable
(a) Exhibits
Not Applicable
(b) Reports on Form 8-K
Not Applicable
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 hereunto duly authorized.
THE YANKEE CANDLE COMPANY, INC.
/s/ Robert R. Spellman
_____________________________________________
Date: August 10, 2001 By: Robert R. Spellman
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
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