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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: July 1, 2000
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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)
102 CHRISTIAN LANE, WHATELY, MASSACHUSETTS 01093
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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
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The registrant had 54,513,961 shares of Common Stock, par value $.01,
outstanding as of August 7, 2000.
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THE YANKEE CANDLE COMPANY, INC.
FORM 10-Q - Quarter Ended July 1, 2000
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 are not statements of historical fact
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 Yankee Candle Company, Inc.'s actual results to
differ materially from those indicated by such forward-looking statements. These
factors include, without limitation, those set forth in Exhibit 99,
"Forward-Looking Information".
Index
<TABLE>
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Item Page
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PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of July 1, 2000 and January 1, 2000 3
Condensed Consolidated Statements of Income
for the Thirteen Weeks Ended July 1, 2000 and July 3, 1999 4
Condensed Consolidated Statements of Cash Flows for the
Twenty Six Weeks ended July 1, 2000 and July 3,1999 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 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
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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)
<TABLE>
<CAPTION>
July 1, 2000
(Unaudited) January 1, 2000
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<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 4,424 $ 23,569
Accounts receivable 14,565 13,311
Inventory 40,467 21,994
Prepaid expenses and other current assets 4,379 3,176
Deferred tax assets 1,852 1,852
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Total current assets 65,687 63,902
Property, Plant And Equipment, net 84,447 65,217
Marketable Securities 1,025 816
Classic Vehicles 874 874
Deferred Financing Costs 4,486 5,093
Deferred Tax Assets 150,249 150,249
Other Assets 287 323
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Total Assets $ 307,055 $ 286,474
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 10,567 $ 14,662
Accrued interest 3,189 3,186
Accrued payroll 5,780 6,508
Accrued income taxes -- 5,635
Other accrued liabilities 3,800 5,611
Long-term debt, current portion 30,000 30,000
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Total current liabilities 53,336 65,602
Deferred Compensation Obligation 1,079 927
Long-Term Debt - less current portion 181,022 157,568
Deferred Rent 1,451 942
Stockholders' Equity
Common Stock 1,041 1,041
Additional paid-in capital 224,386 224,483
Treasury stock (212,988) (212,988)
Retained earnings 58,999 50,181
Unearned stock compensation (933) (1,235)
Accumulated other comprehensive loss (338) (47)
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Total stockholders' equity 70,167 61,435
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Total Liabilities And Stockholders' Equity $ 307,055 $ 286,474
========= =========
</TABLE>
See notes to Condensed Consolidated Financial Statements
3
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THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty Six Twenty Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3,1999
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Net sales $ 57,329 $ 41,372 $ 119,859 $ 87,962
Cost of goods sold 26,054 18,605 54,174 39,409
--------- --------- --------- ---------
Gross profit 31,275 22,767 65,685 48,553
Selling expenses 14,462 9,224 27,605 17,733
General and administrative expenses 7,690 6,049 15,476 12,262
--------- --------- --------- ---------
Income from operations 9,123 7,494 22,604 18,558
Interest income (44) (206) (110) (496)
Interest expense 4,137 5,611 7,983 11,379
Other (income) expense (19) (51) 34 (95)
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Income before provision for income taxes 5,049 2,140 14,697 7,770
Provision for income taxes 2,020 856 5,879 3,108
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Net income $ 3,029 $ 1,284 $ 8,818 $ 4,662
========= ========= ========= =========
Basic earnings per share $ 0.06 $ 0.03 $ 0.17 $ 0.10
Diluted earnings per share $ 0.06 $ 0.03 $ 0.16 $ 0.10
Weighted average basic shares outstanding 52,900 46,848 52,900 46,839
Weighted average diluted shares outstanding 54,670 49,034 54,646 48,935
</TABLE>
See notes to Condensed Consolidated Financial Statements
4
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THE YANKEE CANDLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty Six Weeks Twenty Six Weeks
Ended Ended
July 1, July 3,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,818 $ 4,662
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,563 2,741
Unrealized gain on marketable equity securities (21) 3
Non-cash stock compensation 302 565
Loss on disposal of fixed assets and classic vehicles 34 8
Changes in assets and liabilities
Accounts receivable, net (1,391) 933
Inventory (18,599) (13,852)
Prepaid expenses and other assets (1,174) (1,707)
Accounts payable (4,124) (1,841)
Accrued expenses and other liabilities (8,044) 1,518
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Net cash used in operating activities (19,636) (6,970)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (23,172) (10,570)
Proceeds from sale of property and equipment 6 26
Purchase of marketable equity securities (188) (255)
Proceeds from sale of marketable equity securities - 410
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Net cash used in investing activities (23,354) (10,389)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for expenses related to the sale of common stock (97) (834)
Amounts paid for capital redemption - (540)
Proceeds from long term borrowings 38,962 -
Principal payments on long-term debt and capital
lease obligations (15,000) -
Proceeds from repayment of capital subscription receivable - 334
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Net cash provided by (used in) financing activities 23,865 (1,040)
EFFECT OF EXCHANGE RATE ON CASH (20) 137
NET DECREASE IN CASH AND CASH EQUIVALENTS (19,145) (18,262)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 23,569 30,411
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,424 $ 12,149
========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 7,979 $ 11,277
========= ========
Income taxes $ 11,672 $ 620
========= ========
</TABLE>
See notes to Condensed Consolidated Financial Statements
5
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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 generally accepted accounting principles. The
interim 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 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 30, 2000.
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 January 1, 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:
July 1, January 1,
2000 2000
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Finished Goods $35,908 $17,579
Work in process 327 196
Raw materials 4,232 4,219
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Total Inventory $40,467 $21,994
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3. INCOME TAXES
The Company's effective tax rate in the second quarter of fiscal 2000 and fiscal
1999 was 40%. 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 Company's granting of certain stock options resulted in
the potential dilution of basic EPS. The following summarizes the effects of the
assumed issuance of dilutive securities on weighted average shares.
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty Six Twenty Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Weighted average basic shares outstanding 52,900 46,848 52,900 46,839
Contingently returnable shares and shares issuable
pursuant to stock option grants 1,770 2,186 1,746 2,096
------ ------ ------ ------
Weighted average diluted shares outstanding 54,670 49,034 54,646 48,935
====== ====== ====== ======
</TABLE>
6
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5. COMPREHENSIVE INCOME
Comprehensive income includes all changes in equity during the period. It has
two components: net income and other comprehensive income. Accumulated other
comprehensive income reported on the Company's Consolidated Balance Sheets
consists of foreign currency translation adjustments. Comprehensive income, net
of related tax effects, is as follows (in thousands):
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty Six Twenty Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $ 3,029 $ 1,284 $ 8,818 $ 4,662
Translation adjustment (305) (112) (291) (115)
------- ------- ------- -------
Total comprehensive income $ 2,724 $ 1,172 $ 8,527 $ 4,547
======= ======= ======= =======
</TABLE>
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 produced is similar, the
type of customer for the product and services and the methods used to distribute
the product are different.
<TABLE>
<CAPTION>
Balance per
Thirteen Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 1, 2000 Retail Wholesale Other Statements of Income
------------ ------ --------- ----- --------------------
<S> <C> <C> <C> <C>
Net sales $26,558 $30,771 $ - $57,329
Operating margin 4,799 12,014 (7,690) 9,123
Unallocated costs - - (4,074) (4,074)
Income before provision for income taxes - - - 5,049
</TABLE>
<TABLE>
<CAPTION>
Balance per
Thirteen Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 3, 1999 Retail Wholesale Other Statements of Income
------------ ------ --------- ----- --------------------
<S> <C> <C> <C> <C>
Net sales $16,418 $24,954 $ - $41,372
Operating margin 2,929 10,614 (6,049) 7,494
Unallocated costs - - (5,354) (5,354)
Income before provision for income taxes - - - $2,140
</TABLE>
<TABLE>
<CAPTION>
Balance per
Twenty Six Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 1, 2000 Retail Wholesale Other Statements of Income
------------ ------ --------- ----- --------------------
<S> <C> <C> <C> <C>
Net sales $51,275 $68,584 $ - $119,859
Operating margin 9,801 28,279 (15,476) 22,604
Unallocated costs - - (7,907) (7,907)
Income before provision for income taxes - - - $14,697
</TABLE>
<TABLE>
<CAPTION>
Balance per
Twenty Six Weeks Unallocated/ Condensed
Ended Corporate/ Consolidated
July 3, 1999 Retail Wholesale Other Statements of Income
------------ ------ --------- ----- --------------------
<S> <C> <C> <C> <C>
Net sales $33,445 $54,517 $ - $87,962
Operating margin 7,415 23,405 (12,262) 18,558
Unallocated costs - - (10,788) (10,788)
Income before provision for income taxes - - - $7,770
</TABLE>
7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
NET SALES
Net sales increased 38.6% to $57.3 million for the thirteen weeks ended July 1,
2000 from $41.4 million for the thirteen weeks ended July 3, 1999; and increased
36.3% to $119.9 million for the twenty-six weeks ended July 1, 2000 from $88.0
million for the twenty-six weeks ended July 3, 1999. This growth was achieved by
increasing the number of retail stores, increasing sales in existing retail
stores and mail-order operations, and increasing sales to wholesale customers.
Wholesale sales increased 23.3% to $30.8 million for the thirteen weeks ended
July 1, 2000 from $25.0 million for the thirteen weeks ended July 3, 1999; and
increased 25.8% to $68.6 for the twenty-six weeks ended July 1, 2000 from $54.5
million for the twenty-six weeks ended July 3, 1999. This growth was achieved
primarily by increasing sales to existing customers. The Company believes this
wholesale sales growth has been and will continue to be positively impacted by
continuing to increase sales to existing customers, promotional spending, the
addition of new wholesale locations and the anticipated growth of its European
operations.
Retail sales increased 61.8% to $26.6 million for the thirteen weeks ended July
1, 2000 from $16.4 million for the thirteen weeks ended July 3, 1999; and
increased 53.3% to $51.3 million for the twenty-six weeks ended July 1, 2000
from $33.4 million for the twenty-six weeks ended July 3, 1999. This growth was
achieved by increasing the number of retail stores and increasing sales in
existing retail stores and mail-order operations. There were 131 retail stores
open as of July 1, 2000 compared to 85 retail stores open as of July 3, 1999 and
102 retail stores open as of January 1, 2000. Comparable store and mail-order
hub sales increased 20% for the quarter ended July 1, 2000 and increased 17% for
the twenty-six weeks ended July 1, 2000. Retail comparable store sales increased
18% for the quarter ended July 1, 2000 and increased 14% for the twenty-six
weeks ended July 1, 2000. There were 75 retail stores included in the comparable
store base as of July 1, 2000. The Company's continued growth in comp store
sales is attributable to the increased number and strong performance of new
stores entering the comp store base as well as the strong performance of its
existing store base.
GROSS PROFIT
Gross profit increased 37.4% to $31.3 million for the thirteen weeks ended July
1, 2000 from $22.8 million for the thirteen weeks ended July 3, 1999; and
increased 35.3% to $65.7 million for the twenty-six weeks ended July 1, 2000
from $48.6 million for the twenty-six weeks ended July 3, 1999. As a percentage
of sales, gross profit decreased slightly to 54.6% for the thirteen weeks ended
July 1, 2000 from 55.0% for the thirteen weeks ended July 3, 1999; and decreased
to 54.8% for the twenty-six weeks ended July 1, 2000 from 55.2% for the
twenty-six weeks ended July 3, 1999. The decline in the gross profit rate for
the thirteen and twenty-six weeks ended July 1, 2000 was entirely attributable
to an increase in distribution expense. The Company's Salt Lake City
distribution center, fully operational for the quarter and twenty-six weeks
ended July 1, 2000, did not exist as of the period ended July 3, 1999. The
Company made a conscious decision to incur these additional expenses to develop
its distribution infrastructure in advance of need. It anticipates that, in the
long run, these additional expenses will be fully absorbed across a greater
volume of activity.
SELLING EXPENSES
Selling expenses increased 56.8% to $14.5 million for the thirteen weeks ended
July 1, 2000 from $9.2 million for the thirteen weeks ended July 3, 1999; and
increased 55.7% to $27.6 million for the twenty-six weeks ended July 1, 2000
from $17.7 million for the twenty-six weeks ended July 3, 1999. 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 25.2% for the thirteen weeks ended July 1, 2000 from 22.3% for the
thirteen weeks ended July 3, 1999; and increased to 23.0% for the twenty-six
weeks ended July 1, 2000 from 20.2% for the twenty-six weeks ended July 3, 1999.
The increase in selling expense in dollars and as a percentage of sales for the
thirteen and the twenty-six weeks ended July 1, 2000 was primarily related to
the continued growth in the number of retail stores, from 85 as of July 3, 1999
to 131 as of July 1, 2000. Retail sales, which have higher selling expenses as a
percent of sales than wholesale sales, represented 46.3% of total sales in the
thirteen weeks ended July 1, 2000 compared to 39.7% in the thirteen weeks ended
July 3, 1999; and 42.8% of total sales in the twenty-six weeks ended July 1,
2000 compared to 38.0% in the twenty-six weeks ended July 3, 1999. The increase
in selling expense as a percentage of sales is also explained by the heavy
weighting of new stores. The Company opened 40 stores in the fifty-two weeks
ended January 1, 2000 and 29 in the twenty-six weeks ended July 1, 2000. New
stores typically generate lower operating margin contributions than stores that
have been open for more
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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 1999 and 2000 store classes from the thirteen and twenty-six
weeks ended July 1, 2000, and the sales and selling expenses of the 1999 store
class from the thirteen and twenty-six weeks ended July 3, 1999, store selling
expense declined as a percent of sales.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, which consist primarily of
personnel-related costs incurred in the administration of support functions,
increased 27.1% to $7.7 million for the thirteen weeks ended July 1, 2000 from
$6.0 million for the thirteen weeks ended July 3, 1999; and increased 26.2% to
$15.5 million for the twenty-six weeks ended July 1, 2000 from $12.3 million for
the twenty-six weeks ended July 3, 1999. As a percentage of sales, general and
administrative expenses decreased to 13.4% for the thirteen weeks ended July 1,
2000 from 14.6% for the thirteen weeks ended July 3, 1999; and decreased to
12.9% for the twenty-six weeks ended July 1, 2000 from 13.9% for the twenty-six
weeks ended July 3, 1999. The increase in general administrative expenses is
attributable to the Company's continued investment in building its
infrastructure. The decrease in general and administrative expenses as a
percentage of sales for the quarter and the twenty-six weeks ended July 1, 2000
was attributable to the Company's leveraging of these expenses over a larger
sales base.
INCOME FROM OPERATIONS
Income from operations increased 21.7% to $9.1 million, or 15.9% of net sales,
for the thirteen weeks ended July 1, 2000 from $7.5 million, or 18.1% of net
sales, for the thirteen weeks ended July 3, 1999; and increased 21.8% to $22.6
million, or 18.9% of net sales, for the twenty-six weeks ended July 1, 2000 from
$18.6 million, or 21.1% of net sales, for the twenty-six weeks ended July 3,
1999. The decrease in income from operations as a percent of net sales is due to
the higher mix of retail sales, which generate lower operating margin
contribution rates than wholesale sales, and to the weighting of young stores.
The Company opened 40 stores in the fifty-two weeks ended January 1, 2000 and 29
in the twenty-six weeks ended July 1, 2000. 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. As mentioned previously, preopening costs are expensed as
incurred.
SEGMENT PROFITABILITY
Segment profitability for the Company's wholesale operations, including Europe,
were $12.0 million or 39.0% of wholesale sales for the thirteen weeks ended July
1, 2000 compared to $10.6 million or 42.5% of wholesale sales for the thirteen
weeks ended July 3, 1999. For the twenty-six weeks ended July 1, 2000 wholesale
operating margins were $28.3 million or 41.2% of wholesale sales compared to
$23.4 million or 42.9% of wholesale sales for the twenty-six weeks ended July 3,
1999. The increase in wholesale operating margin dollars for the quarter was
entirely attributable to the increase in sales. The decrease in wholesale
operating margin rate for the thirteen weeks was primarily attributable to
distribution expense. The Company's Salt Lake City distribution center, fully
operational during the thirteen weeks ended July 1, 2000, did not exist in the
same thirteen week period last year. The increase in wholesale operating margin
dollars for the twenty-six week period was entirely attributable to the increase
in sales. The decrease in wholesale operating margin rate for the twenty-six
weeks ended July 1, 2000 was primarily attributable to distribution expense. The
Company's Salt Lake City distribution center, fully operational during the
twenty-six weeks ended July 1, 2000, had not begun operations as of July 3,
1999.
Segment profitability for the Company's retail operations were $4.8 million or
18.1% of retail sales for the thirteen weeks ended July 1, 2000 compared to $2.9
million or 17.8% of retail sales for the thirteen weeks ended July 3, 1999; and
$9.8 million or 19.1% of retail sales for the twenty-six weeks ended July 1,
2000 compared to $7.4 million or 22.2% of retail sales for the twenty-six weeks
ended July 3, 1999. The slight increase in retail operating margin as a
percentage of sales for the quarter was attributable to the weighting of new
stores. The Company opened 15 stores on a base of 116 in the thirteen weeks
ended July 1, 2000 compared to 18 new stores on a base of 67 in the thirteen
weeks ended July 3, 1999. The preopening costs associated with new stores are
expensed as incurred. The decrease in retail operating margin as a percentage of
sales for the twenty-six weeks ended July 1, 2000 is attributable to the heavy
weighting of new stores. The Company opened 40 stores in the fifty-two weeks
ended January 1, 2000 and 29 in the twenty-six weeks ended July 1, 2000. 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.
NET OTHER EXPENSE
Net other expense was $4.1 million, or 7.1% of sales, for the thirteen weeks
ended July 1, 2000 compared to $5.4 million, or 12.9% of sales, for the thirteen
weeks ended July 3, 1999; and $7.9 million, or 6.6% of sales for the twenty-
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six weeks ended July 1, 2000 compared to $10.8 million, or 12.3% of sales
for the twenty-six weeks ended July 3, 1999. The primary component of the
expense in each of these periods was interest expense, which was $4.1 million in
the second quarter of 2000 compared to $5.6 million in the second quarter of
1999; and $8.0 million for the twenty-six weeks ended July 1, 2000 compared to
$11.4 million for the twenty-six weeks ended July 3, 1999. Interest expense in
the thirteen weeks and the twenty-six weeks ended July 1, 2000 was down compared
to the same periods last year due to a decrease in total borrowings by the
Company. Proceeds from the Company's July 1, 1999 initial public offering
together with available cash and $220.0 million of bank borrowings under a new
credit facility were used to redeem $320.0 million subordinated debentures on
July 7, 1999, thereby reducing debt by approximately $100 million. Debt levels
have, however, increased approximately $23.5 million during the first twenty-six
weeks of the year compared to the end of the year to support increased seasonal
inventory and capital expenditures. On an overall basis, however, the resultant
reduction of debt owing to the initial public offering more than outweighed the
incremental borrowings for these expenditures.
PROVISION FOR INCOME TAXES
The Company's effective tax rate for the thirteen and the twenty-six week
periods ended July 1, 2000 and July 3, 1999 was 40%. Management estimates that
such rates will remain in place for the entire year based on its current tax
structure.
NET INCOME
Net income increased 136.0% to $3.0 million, or 5.3% of sales, for the thirteen
weeks ended July 1, 2000 from $1.3 million, or 3.1% of sales, for the thirteen
weeks ended July 3, 1999; and increased 89.1% to $8.8 million, or 7.4% of sales,
for the twenty-six weeks ended July 1, 2000 from $4.7 million, or 5.3% of sales,
for the twenty-six weeks ended July 3, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $19.1 million compared to January 1,
2000. This decrease was partially attributable to cash used in operating
activities of $19.6 million, which includes an increase in inventories of $18.6
million. Capital expenditures for the twenty-six week period ended July 3, 1999
were $23.2 million, primarily related to the capital requirements to open 29 new
stores and investments in manufacturing equipment to meet increased production
requirements.
The Company opened 29 stores during the twenty-six weeks ended July 1, 2000 and
expects to open approximately 16 additional stores in the last two quarters of
fiscal 2000. Management estimates that the Company's cash requirements,
including pre-opening expenses, leasehold improvements and fixtures, will be
approximately $250,000 for each new store. Accordingly, the Company expects to
use approximately $4.0 million for store openings during the last two quarters
of fiscal 2000. In addition, the Company plans to continue to make investments
in manufacturing equipment, information systems, distribution centers and store
remodels 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 from its existing revolving line of credit.
As of July 1, 2000 the Company was in compliance with all covenants under its
credit facility. Available borrowings under the facility were $66.5 million.
The Company expects that its current cash and cash equivalents and funds
available under its revolving credit and term loan facility will be sufficient
to fund its planned store openings and other recurring operational cash needs
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.
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
July 1, 2000 there was $211.0 million of debt outstanding, which consisted of
$127.5 million in term loans and $83.5 million from its revolving credit
facility. Because this debt carries a variable
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interest rate pegged to market indices, the Company's statements of
operations and cash flows are exposed to changes in interest rates.
The second component of interest rate risk involves the short-term investment of
excess cash. This risk impacts fair values, earnings and cash flows. Excess cash
is primarily invested in overnight repurchase agreements backed by U.S.
Government securities. These are considered to be cash equivalents and are shown
that way on the Company's balance sheet. The average balance in such securities
was approximately $4.5 million during the twenty-six weeks ended July 1, 2000.
Earnings from these cash equivalents totaled $131,000 for the twenty-six weeks
ended July 1, 2000.
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.
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. Since 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 approximately $55 billion 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. The Company's retail
stores compete with franchised candle store chains, specialty candle stores and
gift and houseware retailers. Some of the Company's competitors are part of
large, diversified companies which have greater financial resources and a wider
range of product offerings than Yankee Candle does. 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.
Although Yankee Candle believes that its cash flow from operations and its
available financing should be sufficient to meet our anticipated requirements
for growing the Company's 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. Yankee Candle does not have employment agreements
with any of its senior executive officers, except its Chief Financial Officer.
If
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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.
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
significantly 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 declined for any reason, Yankee Candle could experience a
loss 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 revenues and operating results vary from quarter to quarter. The
Company has historically realized higher revenues and operating income in its
fourth quarter, particularly in its retail business, which is becoming a 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 revenues and income depending on how many new retail stores
the Company opens in a particular quarter. These quarterly fluctuations that
Yankee Candle may report in the future may not match the expectations of market
analysts and investors. This could cause the trading price of the Company's
common stock to fluctuate.
YANKEE CANDLE IS CONTROLLED BY FORSTMANN LITTLE & CO. AND THE COMPANY'S
MANAGEMENT, WHOSE INTERESTS MAY CONFLICT WITH THOSE OF OTHER STOCKHOLDERS.
Partnerships affiliated with Forstmann Little & Co. and Yankee Candle's
management together own approximately 74% 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 and the Company's
management also may conflict with the interests of the other holders of common
stock.
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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
Not Applicable
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
Not Applicable
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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 hereunto duly authorized.
THE YANKEE CANDLE COMPANY, INC.
Date: By:
--------------------------- -----------------------------------
Robert R. Spellman
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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