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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED
JANUARY 31, 2000 COMMISSION FILE NO. 1-13026
BLYTH INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2984916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (203) 661-1926
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
Common Stock, $0.02 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the 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
-
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __
As of April 17, 2000, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $1.085 billion based
on the closing price of the registrant's Common Stock on the New York Stock
Exchange on such date and based on the assumption, for purposes of this
computation only, that all of the registrant's directors and executive officers
are affiliates.
As of April 17, 2000, there were 49,313,820 outstanding shares of
Common Stock, $0.02 par value.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the 2000 Proxy Statement for the Annual Meeting of
Shareholders to be held on June 14, 2000 (Incorporated into
Part III)
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TABLE OF CONTENTS
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PART I
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Item 1. Business...................................................................................3
Item 2. Properties................................................................................11
Item 3. Legal Proceedings.........................................................................12
Item 4. Submission of Matters to a Vote of Security Holders.......................................12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.....................12
Item 6. Selected Consolidated Financial Data......................................................13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations...............................................................................14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk................................19
Item 8. Financial Statements and Supplementary Data...............................................23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...............................................................................38
PART III
Item 10. Directors and Executive Officers of the Registrant........................................38
Item 11. Executive Compensation....................................................................38
Item 12. Security Ownership of Certain Beneficial Owners and Management............................38
Item 13. Certain Relationships and Related Transactions............................................38
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................38
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PART I
ITEM 1. BUSINESS
Blyth Industries, Inc. (the "Company", which may be referred to as "we", "us" or
"our") operates in the home fragrance products market. The Company is a leader
in the design, manufacture, marketing and distribution of an extensive line of
home fragrance products primarily including scented candles, potpourri, outdoor
citronella candles and environmental fragrance products. Closely complementing
these products is a broad range of candle accessories, decorative gift bags and
tags and seasonal decorations. These products are sold under various brand names
through a wide variety of distribution channels. We are also a producer of
portable heating fuel and other institutional products sold, under various brand
names, both domestically and internationally through independent sales
representatives and distributors. The Company has operations within and outside
the United States and sells its products worldwide.
Our net sales have grown substantially in the last six years. Internal growth
and acquisitions have contributed to such growth. Internal growth has been
generated by increased sales of home fragrance products to consumers worldwide,
the introduction of new products and product line extensions, and geographic
expansion. We have successfully integrated numerous acquisitions and investments
into our operations since the Company's formation in 1977.
Our home page on the Internet is at www.blythindustries.com. You can learn more
about us by visiting that site. That information, however, is not incorporated
herein by reference and is not a part of this Annual Report on Form 10-K.
In managing our day to day business, as well as evaluating strategic
opportunities, the Company is focused on the worldwide consumer market for home
fragrance products.
Within the worldwide consumer market, we focus on three primary areas: the
consumer market in the United States; the away from home market; and markets
outside the United States.
UNITED STATES CONSUMER MARKET
With respect to the consumer market in the United States, our brands continued
to grow in fiscal year 2000. Through the activities of Candle Corporation of
America, Endar Corp., PartyLite Gifts, Inc., Jeanmarie Creations, Inc., and
Fragrance Solutions, Inc.(1), we market our products through a variety of
distribution channels and tailor our products, designs, packaging and prices to
satisfy the varying demands of customers within each distribution channel.
Specifically, we sell our products to department and gift stores, specialty
chains, food and drug stores, and mass merchandisers, and through a network of
independent sales consultants, representatives and Company sales managers. We
support these independent sales representatives by providing them
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(1) Formerly New Ideas International, Inc.
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with comprehensive product catalogues and samples to market our everyday and
seasonal product lines.
Our direct selling activities reach consumers by utilizing a network of
independent sales consultants to sell products through the home party plan
method of selling. Our independent sales consultants receive their earnings
based on sales of our products at home parties organized by them. Over 30,000
independent sales consultants were selling in the United States in fiscal year
2000. We were represented by independent sales consultants in all 50 states. Our
direct selling activity continued to demonstrate excellent growth in fiscal year
2000.
We believe that several advantages arise from a broad channel mix, including:
successful new ideas and research can be shared better across channels among our
marketing groups. We believe that our competitive position in these markets is
enhanced by our ability to respond quickly to new orders and our ability to
assist customers through inventory management and control and to satisfy
delivery requirements through on-line ordering.
AWAY FROM HOME MARKET
The Company is also in the "away from home" market where it is a supplier of
institutional products to restaurants, hotels and other institutional customers.
We sell these products through independent sales representatives, independent
food service distributors, and Company sales managers. Sales of our
institutional products grew in fiscal year 2000 at 2 to 3 times industry growth
rates. This was due in part to the strength of our new products and the
combination of our table-top illumination products (candles) and our new
catering products, namely the Sterno(R) and HandyFuel(R) brands, which we
acquired from the Colgate-Palmolive Company in December 1997. Institutional
sales in fiscal year 2000 were less than ten percent of the Company's total
sales.
MARKETS OUTSIDE THE UNITED STATES
Blyth continues to focus on becoming a worldwide home fragrance company built
around candles, but also including related products. We market our products
outside the United States to department and gift stores, specialty chains, and
mass merchandisers through a network of independent sales consultants and
representatives, and Company sales managers, including representatives and
managers of subsidiaries of the Company. During 1999, the Company had
independent direct selling sales consultants in 9 countries: Austria, England,
France, Germany, Luxembourg, Finland, Northern Ireland, Switzerland, and Canada.
We expect to enter additional European countries by the middle of the year 2000.
In fiscal 2000, the Company consolidated its investments and joint ventures in
Europe by completing its purchase of the Colony Group and Gies/Liljeholmens
Group. As a result, the Company is the leading manufacturer and marketer of
fragranced candles and related products to mass merchants, department and gift
stores in Europe. The Colony(R), Gies(TM), and Liljeholmens(R) brand products
are sold through retailers and have their highest market shares in the United
Kingdom, Germany, Sweden and Denmark.
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We believe that international markets, including Canada, offer the Company
significant potential for growth. In fiscal year 2000, approximately 27% of our
total sales were outside of the United States and our international growth rate
was approximately 82%.
Our international operations also include exports of products sold through
Company sales managers and independent sales representatives, which products
compete in the candle markets of Canada, Europe, Latin America and the Pacific
Rim, to independent distributors, department and gift stores, mass merchandisers
and food service distributors. We currently plan to continue to expand
internationally through the establishment of foreign-based marketing and
distribution operations.
More detailed information regarding geographic area data is set forth in Note 11
to the Company's consolidated financial statements.
PRODUCTS AND BRANDS
The primary products we sell are:
Candles, scented and unscented
Candle accessories
Aromatherapy candles
Potpourri
Citronella, candles and liquid wax
Air fresheners, filters and sprays
Decorative gift bags and tags
Seasonal decorations
Liquid wax lamps
Food warmers
Portable heating fuel
Our "flagship" key brand names under which these products are sold are:
Colonial Candle of Cape Cod(R)
Colonial at HOME(TM)
Indulgences(TM)
PartyLite(R)
Ambria(TM)
Carolina Designs(R)
Colony(R) (2) (3)
Sterno(R)
GIES(TM) (2)
Our other key brand names are, in alphabetical order:
Aromatics(TM)
Asp-Holmblad(TM) (2)
Candle Corporation of America(TM)
Canned Heat(TM)
Canterbury(R)
Eclipse Candles(TM)(2) (3)
Endar(TM)
Eternalux(R)
FanMate(R)
FilterMate(R)
Florasense(R)
Fragrance Originals(R)
HandyFuel(R)
Jeanmarie(R)
Liljeholmens(R)
New Ideas(TM)
Old Harbor Candles(R)
Fragrance Solutions(TM)
Original Recipe(R)
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(2) Sold only outside of the United States.
(3) The Colony(R) and Eclipse Candles(TM) trademarks are registered in the
United Kingdom and other countries outside of the United States. In the United
States they are made and sold by another company.
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NEW PRODUCT DEVELOPMENT
We develop and introduce new products each year to satisfy changing consumer
tastes. The new product development process is coordinated on a worldwide basis
by teams comprised of brand managers, product managers, designers, foreign
sourcing personnel, laboratory technicians, manufacturing engineers and sales
managers.
New product concepts are directed to the marketing departments from all areas
within the Company, as well as from the Company's independent sales
representatives. The new product development process, including market research,
comparative analysis, engineering specifications, feasibility studies, testing
and evaluation, can require from 3 to 18 months to complete. In total, new
products have typically accounted for at least 15% of our net sales in the first
full year following introduction.
The Company's focus on new product development and product line extensions
specific to each channel of distribution has been an important element of its
efforts to become a leading home fragrance company. With continual introduction
of new designs, new forms, new shapes, new fragrances, and innovative packaging,
the Company continues to enjoy its sales growth and above-average profitability.
In fiscal 2000 the Company introduced new products such as the Colonial at
HOME(TM) brand, "Ambria" by Gies brand in Europe, and the Indulgences(TM) brand,
to name a few.
MANUFACTURING, SOURCING AND DISTRIBUTION
We are continuously attempting to reduce our costs through more efficient
production, sourcing and distribution methods, technological advancements and
consolidating and rationalizing acquired equipment and facilities. Since our
1994 initial public offering, we have invested over $200 million in new, more
advanced equipment in order to lower manufacturing costs, improve product
quality and significantly increase manufacturing capacity so that we may meet
historical and expected future sales growth. As a result, we have more than
doubled our manufacturing and distribution capacity in recent years.
The manufacture of the Company's products involves the use of various highly
automated processes and technologies, as well as certain hand crafting and
finishing. During recent years, we have invested in new automated machinery that
we believe has resulted, and will continue to result, in significant cost
savings and capacity expansion.
Since over 50% of our products are manufactured by others based on our design
specifications, our global sourcing approach is very important to our new
product development process, as well as managing product quality and cost.
To maximize distribution efficiencies, we operate a network of stand-alone
distribution facilities in addition to distribution facilities in our
manufacturing plants.
During fiscal year 2000, the Company completed its construction of a European
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distribution facility of approximately 327,000 square feet. The Company also
entered into a construction and operating lease agreement for a manufacturing
facility in Monterrey, Mexico of approximately 200,000 square feet, which was
completed in October 1999.
In fiscal 2001, we plan to increase our corporate research and development space
located in Batavia, Illinois.
CUSTOMERS
Throughout the world, customers for our home fragrance products include
department and gift stores and specialty chains, food and drug stores, mass
merchandisers, and individual consumers (through the home party plan network).
Our institutional customers are primarily distributors servicing that market. No
single customer accounts for 10% or more of our sales.
COMPETITION
Our business is highly competitive. The principal competitive factors are new
product introductions, product quality, delivery time and reliability, customer
service and price. The domestic and international consumer market for home
fragrance products is highly fragmented. Numerous suppliers service this market.
Because there are relatively low barriers to entry, the Company may face future
competition from other consumer product companies, which may have substantially
greater financial and marketing resources than those available to the Company.
EMPLOYEES
As of January 31, 2000, the Company had approximately 4,700 full-time employees.
Of those, approximately 3,500 are non-salaried, of which approximately 36% are
outside the United States. Approximately 150 hourly workers in the Company's
Chicago, Illinois and Brooklyn, New York facilities are represented by Local 777
of the Teamsters and Local 422-S of the AFL-CIO. Contracts with these unions
will expire in June 2000 and June 2002, respectively. The remaining employees,
approximately 97% of total employees, are salaried and non-salaried,
non-unionized employees. We believe that our relations with our employees are
good. Since its formation in 1977, the Company has never experienced a work
stoppage.
RAW MATERIALS
All of the raw materials used by us, principally petroleum based wax and glass
containers, have historically been available in adequate supply from multiple
sources.
TRADEMARKS
The Company owns numerous United States trademark registrations and has
trademark applications pending in the United States Patent and Trademark Office
with respect to certain of its products. In addition, from time to time we
register certain trademarks in certain foreign countries. All of our United
States trademark registrations can be maintained and renewed provided that the
trademarks are still in use for the goods and services covered by such
registrations. We regard these trademarks as valuable assets. Although we own
certain patents which we consider valuable, our business is not
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dependent upon any single patent or group of patents.
ENVIRONMENTAL LAW COMPLIANCE
Most of our manufacturing, distribution and certain research operations are
affected by federal, state and local environmental laws. These laws relate to
the discharge of materials or otherwise with respect to the protection of the
environment. We have made and intend to continue to make necessary expenditures
for compliance with applicable laws. We do not believe these expenditures will
have any material effect on our capital expenditures, earnings or competitive
position.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
OUR DISCLOSURE AND ANALYSIS IN THIS REPORT AND IN OUR 2000 ANNUAL REPORT TO
SHAREHOLDERS CONTAIN SOME FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
GIVE OUR CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN USUALLY
IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO
HISTORICAL OR CURRENT FACTS. THEY OFTEN USE WORDS SUCH AS "ANTICIPATE",
"ESTIMATE", "EXPECT", "PROJECT", "INTEND", "PLAN", "BELIEVE," AND OTHER WORDS
AND TERMS OF SIMILAR MEANING IN CONNECTION WITH ANY DISCUSSION OF FUTURE
OPERATING OR FINANCIAL PERFORMANCE. IN PARTICULAR, THESE INCLUDE STATEMENTS
RELATING TO FUTURE ACTIONS, PROSPECTIVE PRODUCTS OR PRODUCT APPROVALS, FUTURE
PERFORMANCE OR RESULTS OF CURRENT AND ANTICIPATED PRODUCTS, SALES EFFORTS,
EXPENSES, THE OUTCOME OF CONTINGENCIES SUCH AS LEGAL PROCEEDINGS, AND FINANCIAL
RESULTS. FROM TIME TO TIME, WE ALSO MAY PROVIDE ORAL OR WRITTEN FORWARD-LOOKING
STATEMENTS IN OTHER MATERIALS WE RELEASE TO THE PUBLIC.
ANY OR ALL OF OUR FORWARD-LOOKING STATEMENTS IN THIS REPORT, IN OUR 2000 ANNUAL
REPORT TO SHAREHOLDERS AND IN ANY OTHER PUBLIC STATEMENTS WE MAKE MAY TURN OUT
TO BE WRONG. THEY CAN BE AFFECTED BY INACCURATE ASSUMPTIONS WE MIGHT MAKE OR BY
KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES. MANY FACTORS MENTIONED IN THIS
DISCUSSION, FOR EXAMPLE, PRODUCT COMPETITION AND THE COMPETITIVE ENVIRONMENT,
WILL BE IMPORTANT IN DETERMINING FUTURE RESULTS. CONSEQUENTLY, NO
FORWARD-LOOKING STATEMENT CAN BE GUARANTEED. ACTUAL FUTURE RESULTS MAY VARY
MATERIALLY.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENT,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE
ADVISED, HOWEVER, TO CONSULT ANY FURTHER DISCLOSURES WE MAKE ON RELATED SUBJECTS
IN OUR 10-Q, 8-K AND 10-K REPORTS TO THE SEC. ALSO NOTE THAT WE PROVIDE THE
FOLLOWING CAUTIONARY DISCUSSION OF RISKS, UNCERTAINTIES AND POSSIBLY INACCURATE
ASSUMPTIONS RELEVANT TO OUR BUSINESS. THESE ARE SOME OF THE FACTORS THAT WE
THINK COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED AND
HISTORICAL RESULTS. OTHER FACTORS BESIDES THOSE LISTED HERE COULD ALSO ADVERSELY
AFFECT THE COMPANY. THIS DISCUSSION IS PROVIDED AS PERMITTED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
- - RISK OF INABILITY TO MAINTAIN GROWTH RATE
The Company has grown substantially in recent years. We expect that our future
growth will be generated by sales to the
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faster growing worldwide consumer market for home fragrance products. The market
for our institutional products has grown, but more slowly, and we expect it will
continue to do so. Our ability to continue to grow depends on several factors,
including the following: market acceptance of existing products, the successful
introduction of new products, and increases in production and distribution
capacity to meet demand. The home fragrance products industry is driven by
consumer tastes. Accordingly, there can be no assurance that our existing or
future products will maintain or achieve market acceptance. We expect that, as
we grow, our rate of growth will be less than our historical growth rate. In
addition, we have grown in part through acquisitions and there can be no
assurance that we will be able to continue to identify suitable acquisition
candidates, to consummate acquisitions on terms favorable to the Company, to
finance acquisitions or to successfully integrate acquired operations. In the
future, acquisitions may contribute more to the overall Company's sales growth
rate than historically.
- - ABILITY TO RESPOND TO INCREASED PRODUCT DEMAND
Our significant internal growth has required increases in personnel, expansion
of production and distribution facilities, and enhancement of management
information systems. Our ability to meet future demand for products will be
dependent upon success in (1) training, motivating and managing new employees,
(2) bringing new production and distribution facilities on line in a timely
manner, (3) improving management information systems in order to respond
promptly to customer orders and (4) improving our ability to forecast
anticipated product demand in order to continue to fill customer orders
promptly. If we are unable to meet future demand for products in a timely and
efficient manner, our operating results could be materially adversely affected.
- - RISKS ASSOCIATED WITH INTERNATIONAL SALES AND FOREIGN-SOURCED PRODUCTS
Our international business has grown at a faster rate than sales in the United
States in recent years. In addition, we source a portion of our candle
accessories and decorative gift bags from independent manufacturers in the
Pacific Rim, Europe and Mexico. For these reasons we are subject to the
following risks inherent in foreign manufacturing and sales: fluctuations in
currency exchange rates, economic and political instability, transportation
delays, difficulty in maintaining quality control, restrictive actions by
foreign governments, nationalizations, the laws and policies of the United
States affecting importation of goods
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(including duties, quotas and taxes) and trade and foreign tax laws.
- - RAW MATERIALS
For certain raw materials, there may be temporary shortages due to weather or
other factors, including disruptions in supply caused by raw material
transportation or production delays. Such raw material shortages have not
previously had, and are not expected to have, a material adverse effect on the
Company's operations.
- - DEPENDENCE ON KEY MANAGEMENT PERSONNEL
Our success depends upon the contributions of key management personnel,
particularly our Chairman, Chief Executive Officer and President, Robert B.
Goergen. We do not have employment contracts with any of our key management
personnel, nor do we maintain any key person life insurance policies. The loss
of any of the key management personnel could have a material adverse effect on
the Company.
- - COMPETITION
Our business is highly competitive, both in terms of price and new product
introductions. The worldwide consumer market for home fragrance products is
highly fragmented, with numerous suppliers serving one or more of the
distribution channels served by the Company. Because there are relatively low
barriers to entry to the home fragrance products industry, we may face increased
future competition from other companies, some of which may have substantially
greater financial and marketing resources than those available to us. From time
to time during the year-end holiday season, we experience competition from
candles manufactured in foreign countries, particularly China. In addition,
certain of our competitors focus on a particular geographic or single-product
market and attempt to gain or maintain market share solely on the basis of
price.
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ITEM 2. PROPERTIES
The following table sets forth the location and approximate square footage
of the Company's major manufacturing and distribution facilities:
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LOCATION USE APPROXIMATE SQUARE FEET
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OWNED LEASED
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Batavia, Illinois........................ Manufacturing 120,000 -
Brooklyn, New York....................... Distribution - 30,000
Caldas da Rainha, Portugal .............. Manufacturing and
related distribution 230,000 -
Carol Stream, Illinois................... Distribution - 651,000
Chicago, Illinois........................ Manufacturing and
related distribution 168,000 -
Clara City, Minnesota.................... Manufacturing and
related distribution 220,000
Cumbria, England......................... Manufacturing and
related distribution 263,000 52,000
Diessenhofen, Switzerland................ Manufacturing and
related distribution 148,000 -
Elkin, North Carolina.................... Manufacturing and
related distribution 690,000 -
Glinde, Germany......................... Manufacturing and
related distribution 172,000 -
Heidelberg, Germany...................... Distribution 55,000
Maynard, Minnesota....................... Manufacturing and
Related distribution 54,000
Miami, Florida........................... Manufacturing and
related distribution 22,000 -
Hyannis, Massachusetts................... Manufacturing 69,000 -
Isle of Wight, England .................. Manufacturing 55,000 -
Monterrey, Mexico........................ Manufacturing - 201,000
Montgomery, Illinois(1).................. Distribution - 286,000
Ontario, Canada.......................... Distribution - 41,000
Oskarshamm, Sweden....................... Manufacturing and
related distribution - 123,000
Plymouth, Massachusetts.................. Distribution 59,000 -
Temecula, California.................... Manufacturing and
related distribution - 361,000
Texarkana, Texas......................... Manufacturing and
related distribution 130,000 -
Thomasville, Georgia..................... Manufacturing and
related distribution 66,000 -
Tilburg, Netherlands..................... Distribution 327,000 -
Tijuana, Mexico.......................... Manufacturing - 120,000
Tulsa, Oklahoma.......................... Distribution 98,000 81,000
Weston-Super-Mare, England............... Manufacturing and
related distribution - 62,000
===========================================================================================================
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The Company's executive offices, administrative offices and outlet
stores are generally located in leased space (except for certain offices located
in owned space). All of the Company's properties are currently being utilized
for their intended purpose.
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(1) Facility is leased by third party service provider: the Company pays
provider an all inclusive service fee.
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ITEM 3. LEGAL PROCEEDINGS
The Company is involved in litigation arising in the ordinary course of its
business. In the opinion of the Company's management, existing litigation will
not have a material adverse effect on the Company's financial position or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 2000 annual meeting of stockholders will be held on June 14,
2000. No matter was submitted to a vote of security holders in the fourth
quarter of the fiscal year ended January 31, 2000.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The price range for the Company's Common Stock on the New York Stock Exchange as
reported by the New York Stock Exchange was as follows:
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FISCAL 1999
(ENDED JANUARY 31, 1999)
HIGH LOW
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First Quarter $37.63 $28.81
Second Quarter $37.56 $29.56
Third Quarter $30.19 $22.94
Fourth Quarter $34.19 $27.63
</TABLE>
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FISCAL 2000
(ENDED JANUARY 31, 2000)
HIGH LOW
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<S> <C> <C>
First Quarter $28.00 $21.50
Second Quarter $34.56 $23.00
Third Quarter $31.75 $23.63
Fourth Quarter $26.75 $22.19
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<CAPTION>
FISCAL 2001
(ENDED JANUARY 31, 2001)
HIGH LOW
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First Quarter (through April 14, 2000) $29.00 $21.50
</TABLE>
As of April 17, 2000, there were 2,085 registered holders of record of the
Company's Common Stock. The Company has not paid any cash dividends on its
Common Stock. However, on March 30, 2000, the Company's Board of Directors
declared its first regular semi-annual cash dividend in the amount of $0.10 per
share of Common Stock payable in the second quarter of fiscal year 2001.
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ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA
Set forth below are selected summary consolidated financial and operating data
of the Company for fiscal years 1996 through 2000, which have been derived from
the Company's audited financial statements for those years. The information
presented below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Company's
consolidated financial statements, including the notes thereto, appearing
elsewhere in this Annual Report to Shareholders on Form 10-K.
<TABLE>
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YEAR ENDED JANUARY 31,
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1996 1997 1998 1999 2000
(IN THOUSANDS, EXCEPT PER SHARE AND PERCENT DATA)
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STATEMENT OF EARNINGS DATA:
Net sales $ 356,702 $ 531,480 $ 687,474 $ 875,065 $ 1,097,450
Gross profit 185,369 287,402 388,912 507,548 617,004
Operating profit 43,682 74,047 98,774 128,237 164,001
Interest expense 2,662 3,554 4,816 6,653 12,104
Earnings before income taxes
and minority interest 42,474 71,939 89,930 122,890 150,390
Earnings before
minority interest 25,552 42,951 54,862 74,503 92,847
Net earnings 25,175 42,757 54,590 74,502 92,389
Basic net earnings per
common share (1) 0.56 0.89 1.11 1.52 1.91
Diluted net earnings per
common share (1) 0.55 0.88 1.10 1.50 1.89
Basic weight average number
of common shares outstanding (1) 45,089 47,974 49,063 49,165 48,471
Diluted weight average number
of common shares outstanding (1) 45,373 48,476 49,543 49,604 48,818
OPERATING DATA:
Gross profit margin 52.0% 54.1% 56.6% 58.0% 56.2%
Operating profit margin 12.2% 13.9% 14.4% 14.7% 14.9%
Capital expenditures $ 35,878 $ 50,526 $ 62,481 $ 42,611 $ 47,740
Depreciation and amortization 4,683 8,778 12,396 19,798 28,107
BALANCE SHEET DATA:
Working capital (1) $ 110,538 $ 113,177 $ 140,101 $ 143,160 $ 191,257
Total assets (1) 223,469 303,879 447,390 576,783 713,096
Total debt (1) 36,662 44,704 120,630 127,040 196,222
Total stockholders' equity 141,879 189,403 246,832 322,032 380,214
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</TABLE>
(1) RESTATED FOR A DECEMBER 1995 TWO-FOR-ONE STOCK SPLIT AND A JUNE 1997
THREE-FOR-TWO STOCK SPLIT, EACH OF WHICH WAS EFFECTED AS A STOCK DIVIDEND.
EARNINGS PER COMMON SHARE FOR FISCAL 1996, AND FISCAL 1997 REFLECTS THE ISSUANCE
OF 3,600,000 SHARES OF COMMON STOCK IN A SECONDARY OFFERING IN OCTOBER 1995, AND
THE ISSUANCE OF 993,745 SHARES OF COMMON STOCK IN CONNECTION WITH THE
ACQUISITION OF NEW IDEAS INTERNATIONAL, INC. IN DECEMBER 1996, RESPECTIVELY.
EARNINGS PER COMMON SHARE FOR ALL PERIODS GIVE EFFECT TO THE ISSUANCE OF
1,900,786 SHARES OF COMMON STOCK IN CONNECTION WITH THE ACQUISITION OF ENDAR
CORP. IN MAY 1997. EARNINGS PER COMMON SHARE FOR THE APPLICABLE PERIODS ALSO
INCLUDES THE RESULTS OF OPERATIONS OF JEANMARIE CREATIONS, INC., 96% OWNED, OF
WHICH 80% WAS ACQUIRED IN APRIL 1995, WITH AN ADDITIONAL 4% BEING ACQUIRED EACH
SUBSEQUENT YEAR BEGINNING IN MAY 1996, THE RESULTS OF OPERATIONS OF NEW IDEAS
INTERNATIONAL, INC., WHICH WAS ACQUIRED IN DECEMBER 1996, THE DECEMBER 1997
ACQUISITION OF THE STERNO(TM) AND HANDY FUEL(TM) ASSETS, AND THE RESULTS OF
OPERATIONS FROM THE COMPANY'S ACQUISITION OF THE REMAINING 50% OF COLONY GIFT
CORPORATION, LTD., IN MAY 1999 WHICH WAS PREVIOUSLY INCLUDED AS AN EQUITY
INVESTMENT, NONE OF WHICH HAD A MATERIAL EFFECT ON THE COMPANY'S RESULTS OF
OPERATIONS IN THE PERIOD DURING WHICH THEY OCCURRED, OR THEREAFTER, AND ALSO
INCLUDES THE RESULTS OF OPERATIONS OF ENDAR CORP., WHICH WAS ACQUIRED THROUGH A
POOLING OF INTERESTS IN MAY 1997 (THE COMPANY'S RESULTS HAVE BEEN RESTATED TO
INCLUDE THE HISTORICAL RESULTS OF OPERATIONS OF ENDAR CORP.). AS A RESULT OF THE
ACQUISITIONS OF LILJEHOLMENS STEARINFABRIKS AB ("LILJEHOLMENS") CLASS A AND
CLASS B COMMON STOCK IN DECEMBER 1998 AND JUNE 1999, BALANCE SHEET AMOUNTS
BEGINNING IN JANUARY 1999 INCLUDE THE BALANCES OF LILJEHOLMENS AND RESULTS OF
OPERATIONS INCLUDE LILJEHOLMENS BEGINNING IN FEBRUARY 1999.
13
<PAGE>
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship to net sales and the percentage increase of certain items included
in the Company's consolidated statements of earnings:
<TABLE>
<CAPTION>
PERCENTAGE INCREASE FROM PRIOR PERIOD
-------------------------------------------------
PERCENTAGE OF NET SALES FISCAL 1999 FISCAL 2000
YEARS ENDED JANUARY 31 COMPARED COMPARED
---------------------------------------------
TO FISCAL TO FISCAL
1998 1999 2000 1998 1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales 100.0 100.0 100.0 27.3 25.4
Cost of goods sold 43.4 42.0 43.8 23.1 30.7
Gross profit 56.6 58.0 56.2 30.5 21.6
Selling and shipping 32.9 33.9 32.6 31.3 20.4
Administrative 9.2 9.2 8.5 27.2 15.3
Operating profit 14.4 14.7 14.9 29.8 27.9
Net earnings 7.9 8.5 8.4 36.5 24.0
</TABLE>
FISCAL 2000 COMPARED TO FISCAL 1999
Net sales increased $222.4 million, or 25.4%, from $875.1 million in fiscal 1999
to $1,097.5 million in fiscal 2000. Most of this increase was attributable to
unit sales growth in sales of the Company's consumer everyday and seasonal
holiday products, which was achieved through a combination of four key factors:
market growth, new products, new customers and acquisitions. First, in terms of
market growth, the Company is the largest competitor in the large, and still
growing market for home fragrance products: namely fragrance candles, potpourri,
and related accessories. The Company also has the most diverse home fragrance
product assortment in Europe. Despite the deterioration of European currencies
during the year, international net sales continued to grow. International sales
now account for approximately 27% of total net sales in fiscal 2000, compared to
approximately 18% in fiscal 1999, and continued to grow at a faster rate than
the Company as a whole accounting for approximately 59% of the net sales
increase this year. Second, new products, which typically account for greater
than 15% of the Company's total sales each year, have continued to be a key
contributor to the Company's sales growth. During this past fiscal year the
Company introduced three major new fragrance initiatives in three distinct
market channels: Colonial @ Home(TM) for our US premium channel - independent
gift stores; Indulgences(TM) for our direct selling channel worldwide; and
Ambria by Gies for our European mass market merchandisers. Third, the Company
has increased its customer base in four major channels of distribution: direct
selling consultants, premium retail outlets, mass retail outlets and "away from
home" operators. Lastly, acquisitions contributed to growing sales and share of
market. The Company continues to evaluate potential acquisition candidates and
consider acquiring them if they meet our strategic goals and can be acquired at
fair and reasonable prices.
Gross profit increased $109.5 million, or 21.6%, from $507.5 million in fiscal
1999 to $617.0 million in fiscal 2000. Gross profit margin decreased from 58.0%
for fiscal 1999 to 56.2% for fiscal 2000. The gross profit margin as a
percentage of net sales was lower in fiscal 2000 due to the inclusion of
Liljeholmens, which contributes relatively lower gross margin than the rest of
the Company and was not included in the fiscal 1999 operating results. Before
including Liljeholmens, gross profit as a percentage of net sales increased
almost one full percentage point to 58.9% compared to 58.0% a year earlier.
Several key operational factors continue to favorably impact the gross margin:
relatively higher sales growth of premium priced products; global product
sourcing benefits across our businesses both in raw materials and accessories;
and, cost efficiencies as a result of capital investments made over the last
several years, particularly in manufacturing process technology and distribution
technology including two new distribution facilities.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
FISCAL 2000 COMPARED TO FISCAL 1999 (CONTINUED)
Selling and shipping expense increased $60.5 million, or 20.4%, from $296.8
million in fiscal 1999 (33.9% of net sales), to $357.3 million in fiscal 2000
(32.6% of net sales). Selling and shipping expense as a percentage of net sales
decreased in fiscal 2000 when compared to fiscal 1999 due to, among other
factors, the continued improvement in shipping efficiencies. The inclusion of
Liljeholmens' operating results in fiscal 2000 also contributed to the lower
selling and shipping expense as a percentage of net sales due to their
relatively lower selling expenses than the rest of the Company.
Administrative expense increased $12.3 million, or 15.3%, from $80.5 million in
fiscal 1999 (9.2% of net sales) to $92.8 million in fiscal 2000 (8.5% of net
sales). Administrative expense as a percentage of net sales declined during
fiscal 2000 versus last year for two main reasons: the economies of scale (the
ability to leverage administrative expense over a larger sales base); and, the
inclusion of Liljeholmens (which experiences relatively lower administrative
expense as a percentage of sales).
Interest expense increased $5.4 million, or 80.6%, from $6.7 million in fiscal
1999 to $12.1 million in fiscal 2000. The increase in interest expense is
primarily attributable to borrowings to fund the acquisitions and long-term
investments made during fiscal 2000 including debt assumed in such acquisitions
and to a lesser extent the Company's public debt offering (as further described
in "Liquidity and Capital Resources").
Income tax expense increased $9.1 million, or 18.8%, from $48.4 million in
fiscal 1999 to $57.5 million in fiscal 2000. The Company's effective tax rate
decreased from approximately 39.4% during fiscal 1999 to approximately 38.3% for
fiscal 2000, reflecting the on-going globalization of the Company's business
portfolio and effective use of foreign tax planning strategies.
As a result of the foregoing, net earnings increased $17.9 million, or 24.0%,
from $74.5 million in fiscal 1999 to $92.4 million in fiscal 2000.
Basic earnings per share based upon the weighted average number of shares
outstanding were $1.91 compared to $1.52 for the same period last year. Diluted
earnings per share based upon the potential dilution that could occur if options
to issue common stock were exercised were $1.89 compared to $1.50 for the same
period last year.
FISCAL 1999 COMPARED TO FISCAL 1998
Net sales increased $187.6 million, or 27.3%, from $687.5 million in fiscal 1998
to $875.1 million in fiscal 1999, which percentage increase is similar to the
increase of 29.4% in fiscal 1998 when compared to fiscal 1997. Virtually all of
these increases were attributable to unit growth in sales of the Company's
consumer everyday and seasonal holiday products, particularly scented candles
and accessories. Two areas experienced the highest rates for fiscal 1999: our
party plan direct selling channel in the United States; and International,
particularly Europe and Canada. Growth in our United States direct selling
activities was driven by both geographic expansion and higher household
penetration. As our sales in this channel have grown in size over the last
several years, they are less likely to sustain their historical rates of growth
in percentage terms. For fiscal 1999, International net sales (which accounted
for approximately 18% of total sales, compared to approximately 17% in fiscal
1998) continued to grow at a faster rate than the Company as a whole and
accounted for approximately 25% of the net sales increase. In addition, the
Company was able to increase sales to existing domestic customers, particularly
independent stores and specialty chains. The Company's presence in the mass
channel was further strengthened with the acquisition in May 1997 of Endar
Corp., a leading supplier of potpourri and other fragrance products to the
retail consumer market. Increased sales to the institutional channel were to a
larger extent due to the acquisition of the STERNO brand and HANDY FUEL brand
assets in December 1997 and the success in cross-selling our tabletop lighting
and portable heating fuel products to our customers. Sales of scented candles,
which are typically higher, gross profit margin products, continued to grow at a
substantially faster rate than unscented products.
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
FISCAL 1999 COMPARED TO FISCAL 1998 (CONTINUED)
Gross profit increased $118.6 million, or 30.5%, from $388.9 million in fiscal
1998 to $507.5 million in fiscal 1999. Gross profit margin increased from 56.6%
for fiscal 1998 to 58.0% for fiscal 1999. The Company continued to benefit from
the capital investments made over the last several years in process technology
improvements and automated pick and pack systems, as well as cost savings from
two new distribution centers. Also contributing to the increase in gross profit
percentage was the growth in International sales which carry a higher gross
profit percentage than the Company's overall average.
Selling and shipping expense increased $70.9 million, or 31.3% from $225.9
million in fiscal 1998 (32.9% of net sales), to $296.8 million in fiscal 1999
(33.9% of net sales). Selling and shipping expense consists of advertising,
sales commissions, printed promotional materials and business development costs,
all of which increased in part due to the increased sales to the consumer
channel, particularly sales through the Company's direct selling activities and
International, in which selling expenses as a percentage of net sales, are
relatively higher. The increase is also reflective of the continued investment
in marketing and product development costs in support of existing and new
account and country development.
Administrative expense increased $17.2 million, or 27.2%, from $63.3 million in
fiscal 1998 (9.2% of net sales) to $80.5 million in fiscal 1999 (9.2% of net
sales). Such increases were partially a result of increases in personnel (from
approximately 451 administrative employees at January 31, 1998 to approximately
492 administrative employees at January 31, 1999).
Interest expense increased $1.9 million, or 39.6%, from $4.8 million in fiscal
1998 to $6.7 million in fiscal 1999. Such increase was attributable to increased
borrowing to fund working capital requirements, capital expenditures and long
term investments. Borrowing at the end of fiscal 1998 to acquire the STERNO
brand and HANDY FUEL brand assets also contributed to the increased interest
expense during fiscal 1999.
Income tax expense increased $13.3 million, or 38.0%, from $35.1 million in
fiscal 1998 to $48.4 million in fiscal 1999. The effective income tax rate
remained at approximately 39% for fiscal 1999.
As a result of the foregoing, net earnings increased $19.9 million, or 36.5%,
from $54.6 million in fiscal 1998 to $74.5 million in fiscal 1999.
Basic earnings per share based upon the weighted average number of shares
outstanding were $1.52 compared to $1.11 for the same period last year. Diluted
earnings per share based upon the potential dilution that could occur if options
to issue common stock were exercised or converted were $1.50 compared to $1.10
for the same period last year.
SEASONALITY
Approximately 43% of the Company's annual net sales typically occur in the first
and second fiscal quarters of the fiscal year, with the larger balance
experienced in the third and fourth fiscal quarters, generally due to consumer
buying patterns. The Company's net sales are strongest in the third and fourth
fiscal quarters due to increased shipments to meet year-end holiday season
demand for the Company's products. Operating profit largely follows these
patterns, although a somewhat larger portion of the Company's annual operating
profit is earned in the second half of the fiscal year.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Operating assets and liabilities increased from January 31, 1999 to January 31,
2000 due to the Company's internally generated growth and due to the Company's
increased ownership in Liljeholmens Stearinfabriks AB ("Liljeholmens") and
Colony Gift Corporation, Ltd. ("Colony"), as described below. Inventory
increased from $169.7 million at January 31, 1999 to $186.7 million at January
31, 2000. Virtually all of this increase was due to the inclusion of inventory
purchased as part of business acquisitions, which highlights the effectiveness
of the Company's inventory management efforts. Accounts receivable increased
$24.1 million from $60.8 million at the end of fiscal 1999 to $84.9 million at
the end of fiscal 2000. Excluding the accounts receivable related to
acquisitions of $16.4 million, accounts receivable was $68.5 million at January
31, 2000, an increase of $7.7 million, which is due to sales growth. Accounts
payable and accrued expenses increased $9.8 million from $95.4 million at the
end of fiscal 1999 to $105.2 million at the end of fiscal 2000.
Capital expenditures for property, plant and equipment were approximately $47.7
million in fiscal 2000. The Company anticipates total capital spending of
approximately $35.0 million for fiscal 2001, which will be used primarily for
the completion of planned manufacturing and distribution capacity, upgrades to
machinery and equipment in existing facilities, and technology.
The Company has grown in part through acquisitions and, as part of its growth
strategy, the Company expects to continue from time to time in the ordinary
course of its business to evaluate and pursue acquisition opportunities as
appropriate. In the future, acquisitions may contribute more to the overall
Company's sales growth rate than historically. This could be in the form of
acquiring other companies, selected assets and product lines, long-term
investments, and/or joint ventures that either complement or expand the
Company's existing business. During fiscal 2000 the Company made a number of
acquisitions including increased ownership interests in Liljeholmens and Colony
and the purchase of the net assets of Impact Plastics Advertising, Inc. ("Impact
Plastics"), in January 2000, (See Note 2 to the Consolidated Financial
Statements, "Business Acquisitions").
Pursuant to the Company's revolving credit facility ("Credit Facility"), as
amended on September 14, 1999, which matures on October 17, 2002, lending
institutions have agreed, subject to certain conditions, to provide an unsecured
revolving credit facility to the Company in an aggregate amount of up to $135.0
million and to provide, under certain circumstances, an additional $33.8
million. Amounts outstanding under the Credit Facility bear interest, at the
Company's option, at Bank of America's prime rate (8.50% at January 31, 2000) or
at the Eurocurrency rate plus a credit spread ranging from 0.25% to 0.50%, based
on a pre-defined financial ratio. At January 31, 2000, approximately $3.2
million in letters of credit was outstanding under the Credit Facility. The
Credit Facility contains, among other provisions, requirements for maintaining
certain financial ratios and limitations on certain payments. At January 31,
2000, the Company was in compliance with such covenants.
At December 31, 1999, Liljeholmens had various long-term debt agreements in
multiple European currencies maturing at different dates over the next two to
six years. The total amount outstanding as of December 31, 1999 under the loan
agreements was approximately $19.1 million with variable interest rates ranging
from 3.60% to 5.51%, of which $9.9 million relates to current maturities. The
loans are collateralized by certain of Liljeholmens' real estate and by a pledge
of Liljeholmens' shares in its subsidiaries.
As of January 31, 2000, the Company had a total of $70.0 million available under
uncommitted bank lines of credit maturing in August 2000 and January 2001.
Amounts outstanding under the lines of credit, bear interest at the Company's
option, at short term fixed rates, at the banks' prime rate (8.50% at January
31, 2000), or at the Eurocurrency rate plus a credit spread. No amounts were
outstanding under the uncommitted lines of credit at January 31, 2000.
17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
As of December 31, 1999, Liljeholmens had available lines of credit of
approximately $37.0 million of which approximately $2.6 million was outstanding.
The amounts outstanding under the lines of credit bear interest at a weighted
average rate of 5.36% at December 31, 1999. The lines of credit are renewed
annually.
Colony has a short term revolving credit facility with Barclays Bank
("Barclays"), which matures on May 20, 2000, pursuant to which Barclays has
agreed to provide a revolving credit facility in an amount of up to $25.8
million, collateralized by certain of Colony's assets. As of December 31, 1999,
Colony had borrowings under the credit facility of approximately $3.0 million,
at a weighted average interest rate of 6.74%.
In May 1999, the Company filed a shelf registration statement for up to $250
million in debt securities with the Securities and Exchange Commission. On
September 24, 1999, the Company issued $150 million of 7.90% Senior Notes due
October 1, 2009 at a discount of approximately $1 million, which is being
amortized over the life of the notes. Such notes contain, among other
provisions, restrictions on liens of principal property or stock issued to
collateralize debt. At January 31, 2000, the Company was in compliance with such
covenants. Interest is payable semiannually on April 1 and October 1. The
proceeds of the offering were used to repay substantially all of the Company's
outstanding debt under its revolving and uncommitted lines of credit in the
United States.
Net cash provided by operating activities amounted to $119.4 million in fiscal
2000 compared to $87.4 million in fiscal 1999, an increase of $32.0 million or
36.6%. The key factors contributing to the strong cash flow from operations
were; net earnings of $92.4 million; depreciation and amortization of $28.1
million; and net operating asset and liability growth of only $5.1 million
reflecting very effective management of inventories in particular.
On both June 8, 1999, and March 30, 2000, the Company's Board of Directors
authorized the Company to repurchase up to an additional 1,000,000 shares of its
common stock bringing the total authorization to 3,000,000 shares. As of March
31, 2000, the Company had purchased on the open market 1,348,300 common shares
for a total cost of approximately $33.3 million. The acquired shares are held as
common stock in treasury at cost.
On March 30, 2000, the Company announced that it has declared a cash dividend of
$0.10 per share of the Company's common stock for the six months ended January
31, 2000. The dividend reflects the Company's intention to initiate the payment
of semi-annual dividends. The dividend, authorized at the Company's March 30,
2000 Board of Directors meeting, will be payable to shareholders of record as of
May 1, 2000, and will be paid on May 15, 2000.
The Company's primary capital requirements are for working capital to fund the
necessary levels of inventory and accounts receivable to sustain the Company's
sales growth, for capital expenditures and acquisitions. The Company believes
that cash on hand, cash from operations, the proceeds of the Company's public
debt offering and available borrowings under the Credit Facility and lines of
credit previously described will be sufficient to fund its operating
requirements, capital expenditures, stock repurchase program, dividends and all
other obligations for fiscal 2001 and fiscal 2002.
18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
The Company has operations outside of the United States and sells its products
worldwide. The Company's activities expose it to a variety of market risks,
including the effects of changes in foreign currency exchange rates, interest
rates and commodity prices. These financial exposures are actively monitored
and, where considered appropriate, managed by the Company.
INTEREST RATE RISK
As of March 31, 2000 the Company is subject to interest rate risk on
approximately $39.6 million of variable rate debt, including Liljeholmens and
Colony. Each 1.00% increase in the interest rate would impact pre-tax earnings
by approximately $396,000 if applied to the total.
FOREIGN CURRENCY RISK
The Company uses forward foreign exchange contracts to hedge the impact of
foreign currency fluctuations on certain committed capital expenditures,
Canadian intercompany payables and on certain intercompany loans. The Company
does not hold or issue derivative financial instruments for trading purposes.
With regard to commitments for machinery and equipment in foreign currencies,
upon payment of each commitment the underlying forward contract is closed and
the corresponding gain or loss is included in the measurement of the cost of the
acquired asset. With regard to forward exchange contracts used to hedge Canadian
intercompany payables, gain or loss on such hedges is recognized in earnings in
the period in which the underlying hedged transaction occurs. Gains or losses on
foreign currency forward contracts related to intercompany loans are recognized
currently through income and generally offset the transaction gains or losses in
the foreign currency cash flows which they are intended to hedge. If a hedging
instrument is sold or terminated prior to maturity, gains and losses are
deferred until the hedged item is settled. However, if the hedged item is no
longer likely to occur, the resultant gain or loss on the terminated hedge is
recognized into earnings. For consolidated financial statement presentation, net
cash flows from such hedges are classified in the categories of the cash flow
with the items being hedged.
The following table provides information about the Company's foreign exchange
forward contracts at January 31, 2000.
<TABLE>
<CAPTION>
U.S. DOLLAR AVERAGE ESTIMATED
(In thousands, except average contract rate) NOTIONAL AMOUNT CONTRACT RATE FAIR VALUE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Canadian Dollar $ 6,160 1.46 $ (83)
Swiss Franc 16,471 1.58 703
Euro 1,618 1.01 (50)
Pound Sterling 18,986 1.62 55
- ---------------------------------------------------------------------------------------------------------------------
$ 43,235 $ 625
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The foreign exchange contracts outstanding as of January 31, 2000 have maturity
dates ranging from February 2000 through June 2000.
19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IMPACT OF ADOPTION OF RECENTLY ISSUED ACCOUNTING STANDARDS
On June 15, 1998, the Financial Accounting Standards Board issued Statement No.
133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging
Activities". SFAS 133 (as deferred by SFAS 137) is effective for all fiscal
years beginning after June 15, 2000. SFAS 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of transaction. The Company
anticipates that, due to its limited use of derivative instruments, the adoption
of SFAS 133 will not have a significant effect on the Company's results of
operations or its financial position.
YEAR 2000 COMPLIANCE
The "Year 2000 Issue" is the result of computer programs that were written using
two digits rather than four digits to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900 rather than the
Year 2000. This could result in miscalculations, malfunctions or disruptions
when attempting to process information containing dates that fall after December
31, 1999 or other dates which could cause computer malfunctions.
The Company, having successfully passed several key milestones with respect to
the Year 2000 issue, has not experienced any significant disruptions in any of
its business information, computing, telecommunications or process control
systems. Although not anticipated, there can be no assurance that a disruption
will not occur as a result of the utilization of a date sensitive computerized
system for the first time since January 1, 2000.
The Company is not aware of any of its key business partners experiencing
significant Year 2000 related disruptions, nor has the Company experienced any
significant delays in the delivery of products or services from a third party
caused by the Year 2000 issue.
In the unlikely event that a significant Year 2000 related issue arises, the
Company's previously developed contingency plans would be utilized to mitigate
the possible disruption in business operations.
The actual cost of the Company's Year 2000 compliance efforts were consistent
with previous estimates, and the Company does not anticipate that significant
additional costs will be incurred.
While the Company does not expect that it will have any need to obtain
independent verification of its risk or cost estimates, it should be recognized
that the risk and cost estimates herein constitute forward-looking statements
and are based solely on management's best estimates of future events.
EUROPEAN MONETARY UNION - EURO
On January 1, 1999, several member countries of the European Union established
fixed conversion rates between their existing sovereign currencies, and adopted
the Euro as their new common legal currency. Since that date, the Euro has been
traded on currency exchanges while at the same time the legacy currencies will
remain legal tender in the participating countries during a transition period
from January 1, 1999 through January 1, 2002.
During the transition period, cash-less payments can be made in the Euro, and
parties can elect to pay for goods and services and transact business using
either the Euro or a legacy currency.
Between January 1, 2002 and July 1, 2002, the participating countries will
introduce Euro notes and coins and withdraw all legacy currencies so that they
will no longer be available.
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EUROPEAN MONETARY UNION - EURO (CONTINUED)
The Company began assessing the effect of the Euro's introduction in late 1997.
The Company believes that its business and financial systems are capable of
handling the conversion to Euro. The Company will continue to evaluate issues
involving introduction of the Euro. Based on current information and the
Company's current assessment, the Company does not expect that the Euro
conversion will have a material adverse effect on its business, results of
operations, cash flows or financial condition.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Certain statements contained in this Annual Report on Form 10-K may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially, as discussed more fully elsewhere in this Annual Report on Form 10-K
and in the Company's subsequent filings with the Securities and Exchange
Commission.
21
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Blyth Industries, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Blyth Industries,
Inc. and Subsidiaries at January 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
January 31, 2000, in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
---------------------------------------
PRICEWATERHOUSECOOPERS LLP
March 15, 2000, except for Note 12
and Note 15, as to which the date is
March 31, 2000
22
<PAGE>
ITEM 8.
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
JANUARY 31, (In thousands, except share data) 1999 2000
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 18,571 $ 46,047
Accounts receivable, less allowance for doubtful receivables
of $1,404 in 1999 and $2,154 in 2000 60,810 84,919
Inventories 169,749 186,696
Prepaid expenses 2,831 3,000
Deferred income taxes 600 1,200
- ------------------------------------------------------------------------------------------------------------
Total current assets 252,561 321,862
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Land and buildings 104,436 122,691
Leasehold improvements 5,885 9,517
Machinery and equipment 149,973 195,934
Office furniture, data processing equipment and software 34,163 47,106
Construction in progress - 11,324
- ------------------------------------------------------------------------------------------------------------
294,457 386,572
Less accumulated depreciation 58,184 113,044
- ------------------------------------------------------------------------------------------------------------
236,273 273,528
OTHER ASSETS:
Investments 18,914 10,303
Excess of cost over fair value of assets acquired, net of
accumulated amortization of $4,446 in 1999 and $7,290 in 2000 67,534 102,328
Deposits and other assets 1,501 5,075
- ------------------------------------------------------------------------------------------------------------
87,949 117,706
- ------------------------------------------------------------------------------------------------------------
Total assets $ 576,783 $ 713,096
- ------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank lines of credit $ 3,455 $ 5,572
Current maturities of long-term debt 9,339 14,063
Accounts payable 51,336 53,359
Accrued expenses 44,074 51,819
Income taxes 1,197 5,792
- ------------------------------------------------------------------------------------------------------------
Total current liabilities 109,401 130,605
DEFERRED INCOME TAXES 18,978 24,202
LONG-TERM DEBT, less current maturities 114,246 176,587
MINORITY INTEREST AND OTHER 12,126 1,488
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Preferred stock - authorized 10,000,000 shares of $0.01
par value; no shares issued and outstanding
- -
Common stock - authorized 100,000,000 shares of $0.02 par value; issued
and outstanding, 49,190,474 shares in 1999 and 48,037,309 shares in 2000 984 985
Additional contributed capital 93,281 93,784
Retained earnings 227,995 320,384
Accumulated other comprehensive loss - (4,760)
Treasury stock, at cost, 10,000 shares in 1999 and 1,208,700 shares in 2000 (228) (30,179)
- ------------------------------------------------------------------------------------------------------------
Total stockholders' equity 322,032 380,214
- ------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 576,783 $ 713,096
- ------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
23
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31, (In thousands, except per share data) 1998 1999 2000
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 687,474 $ 875,065 $ 1,097,450
Cost of goods sold 298,562 367,517 480,446
- --------------------------------------------------------------------------------------------------------------------------------
Gross profit 388,912 507,548 617,004
Selling and shipping 225,933 296,753 357,256
Administrative 63,257 80,465 92,754
Amortization of goodwill 948 2,093 2,993
- --------------------------------------------------------------------------------------------------------------------------------
290,138 379,311 453,003
- --------------------------------------------------------------------------------------------------------------------------------
Operating profit 98,774 128,237 164,001
Other expense (income):
Interest expense 4,816 6,653 12,104
Interest income and other (486) (481) 1,361
Equity in earnings of investees (659) (825) 146
Non-recurring transaction costs of acquired company 5,173 - -
- --------------------------------------------------------------------------------------------------------------------------------
8,844 5,347 13,611
- --------------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and minority interest 89,930 122,890 150,390
Income tax expense 35,068 48,387 57,543
- --------------------------------------------------------------------------------------------------------------------------------
Earnings before minority interest 54,862 74,503 92,847
Minority interest 272 1 458
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings $ 54,590 $ 74,502 $ 92,389
- --------------------------------------------------------------------------------------------------------------------------------
Basic:
Net earnings per common share $ 1.11 $ 1.52 $ 1.91
Weighted average number of shares outstanding 49,063 49,165 48,471
- --------------------------------------------------------------------------------------------------------------------------------
Diluted:
Net earnings per common share $ 1.10 $ 1.50 $ 1.89
Weighted average number of shares outstanding 49,543 49,604 48,818
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
JANUARY 31, (In thousands, except share data)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED
ADDITIONAL OTHER
COMMON STOCK CONTRIBUTED RETAINED TREASURY COMPREHENSIVE
------------------------
SHARES AMOUNT CAPITAL EARNINGS STOCK LOSS TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 31, 1997 48,921,518 $ 651 $ 89,522 $ 99,230 $ - $ - $189,403
Net earnings for the year - - - 54,590 - - 54,590
Endar options exercised prior to Endar acquisition 108,713 2 2,296 - - - 2,298
Common stock issued in connection with
exercise of stock options 70,722 2 539 - - - 541
Common stock issued in connection with
3-for-2 stock split in the form of a dividend - 327 - (327) - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 1998 49,100,953 982 92,357 153,493 - - 246,832
Net earnings for the year - - - 74,502 - - 74,502
Common stock issued in connection with
exercise of stock options 99,521 2 924 - - - 926
Treasury stock purchase (10,000) - - - (228) - (228)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 1999 49,190,474 984 93,281 227,995 (228) - 322,032
Net earnings for the year - - - 92,389 - - 92,389
Foreign currency translation
adjustments (net of tax benefit of $2,955) - - - - - (4,760) (4,760)
Comprehensive income 87,629
Common stock issued in connection with
exercise of stock options 45,535 1 503 - - - 504
Treasury stock purchases (1,198,700) - - - (29,951) - (29,951)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 2000 48,037,309 $ 985 $ 93,784 $ 320,384 $ (30,179) $ (4,760) $380,214
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
24
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31, (In thousands) 1998 1999 2000
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 54,590 $ 74,502 $ 92,389
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 12,396 19,798 28,107
Deferred income taxes 758 4,680 3,422
Equity in earnings of investees (659) (825) 146
Minority interest 272 1 458
Changes in operating assets and liabilities, net of
effect of business acquisitions:
Accounts receivable (11,422) 627 (9,336)
Inventories (19,961) (16,850) 3,523
Prepaid expenses (289) (566) 996
Deposits and other assets (240) (509) (2,339)
Accounts payable 2,780 1,332 (5,192)
Accrued expenses 4,309 6,881 2,712
Income taxes 1,090 (1,655) 4,528
- ----------------------------------------------------------------------------------------------------------------------
Total adjustments (10,966) 12,914 27,025
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 43,624 87,416 119,414
Cash flows from investing activities:
Purchases of property, plant and equipment (62,481) (42,611) (47,740)
Investment in investees (814) (10,492) 609
Purchase of businesses, net of cash acquired (65,652) (22,176) (59,422)
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (128,947) (75,279) (106,553)
Cash flows from financing activities:
Proceeds from issuance of common stock 541 926 504
Purchases of treasury stock -- (228) (29,951)
Borrowings from bank line of credit 81,500 454,900 385,902
Repayments on bank line of credit (85,940) (453,200) (400,497)
Proceeds from issuance of long-term debt 107,993 135,620 149,000
Payments on long-term debt (25,330) (152,857) (90,343)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 78,764 (14,839) 14,615
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (6,559) (2,702) 27,476
Cash and cash equivalents at beginning of year 27,832 21,273 18,571
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 21,273 $ 18,571 $ 46,047
======================================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 4,082 $ 6,994 $ 8,807
Income taxes, net of refunds 31,567 45,700 49,937
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
25
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company, which operates in a single segment, home fragrance products,
designs, manufactures, and markets an extensive line of candles and home
fragrance products including scented candles, outdoor lighting products,
potpourri and environmental fragrance products and markets a broad range of
related candle accessories and decorative seasonal products.
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Blyth Industries,
Inc. and its direct and indirect subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Investments in companies which
are not majority owned or controlled are reported using the equity method and
are recorded in other assets. Certain of the Company's subsidiaries operate on a
52 or 53 week fiscal year ending on the last Saturday in January. European
operations maintain a calendar year accounting period which is consolidated with
the Company's fiscal period.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CREDIT CONCENTRATION
The Company's credit sales are principally to department and gift stores, mass
merchandisers and distributors who purchase the Company's products for resale.
The Company performs ongoing credit evaluations of its customers and generally
does not require collateral. The Company makes provisions for estimated credit
losses.
FOREIGN CURRENCY TRANSLATION
The Company's international subsidiaries use their local currency as their
functional currency. Therefore all balance sheet accounts of international
subsidiaries are translated into U.S. dollars at the year-end rate of exchange,
and statement of earnings items are translated at the weighted average exchange
rates for the period. Resulting translation adjustments are included in
"Accumulated other comprehensive income". Gains and losses on foreign currency
transactions, which are included in income, were not material.
INVESTMENTS
The Company makes investments from time to time in the ordinary course of its
business which may include selected assets and product lines, long term
investments and/or joint ventures that either complement or expand its existing
business.
26
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS
The Company uses forward foreign exchange contracts to hedge the impact of
foreign currency fluctuations on certain committed capital expenditures,
Canadian intercompany payables and on certain intercompany loans. The Company
does not hold or issue derivative financial instruments for trading purposes.
With regard to commitments for machinery and equipment in foreign currencies,
upon payment of each commitment the underlying forward contract is closed and
the corresponding gain or loss is included in the measurement of the cost of the
acquired asset. With regard to forward exchange contracts used to hedge Canadian
intercompany payables, gain or loss on such hedges is recognized in earnings in
the period in which the underlying hedged transaction occurs. Gains or losses on
foreign currency forward contracts related to intercompany loans are recognized
currently through income and generally offset the transaction gains or losses in
the foreign currency cash flows which they are intended to hedge. If a hedging
instrument is sold or terminated prior to maturity, gains and losses are
deferred until the hedged item is settled. However, if the hedged item is no
longer likely to occur, the resultant gain or loss on the terminated hedge is
recognized into earnings.
For consolidated financial statement presentation, net cash flows from such
hedges are classified in the categories of the cash flow with the items being
hedged (See further discussion in "Management's Discussion and Analysis of
Financial Condition and Results of Operations").
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include accounts receivable, accounts
payable, short-term and long-term debt. Management believes the carrying value
of these items approximates their estimated fair values.
CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method. The elements of cost are material, labor and
overhead.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization are provided principally by use
of the straight-line method for financial reporting purposes. Leasehold
improvements are amortized over the lives of the respective leases or the
service lives of the improvements, whichever is shorter.
The principal estimated lives used in determining depreciation and amortization
are as follows:
<TABLE>
<CAPTION>
<S> <C>
Buildings 27 to 40 years
Leasehold improvements 5 to 10 years
Machinery and equipment 5 to 12 years
Office furniture, data processing equipment and software 3 to 7 years
</TABLE>
27
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED
The excess of costs of the acquisitions over the fair value of identifiable
assets acquired less liabilities assumed is being amortized on a straight-line
basis ranging from 15-40 years. On an ongoing basis, management reviews the
valuation of the intangible assets to determine possible impairment by comparing
the carrying value to the undiscounted future cash flows of the related assets.
COMPREHENSIVE INCOME
Comprehensive income is defined as all changes in equity during a period from
non-owner sources. The Company reports, by major components and as a single
total, the change in comprehensive income during the period as part of the
Consolidated Statements of Stockholders' Equity.
INCOME TAXES
Income tax expense is based on pretax financial accounting income. Deferred tax
assets and liabilities are recognized for the expected tax consequences of
temporary differences between the tax bases of assets and liabilities and their
reported amounts.
REVENUE RECOGNITION
Revenue is recognized at the time of shipment of the Company's products.
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share are computed based upon the
weighted average number of shares outstanding during the period, which includes
outstanding options for common stock, when dilutive.
NOTE 2: BUSINESS ACQUISITIONS
In December 1997, the Company acquired the STERNO brand and HANDY FUEL brand
assets from a division of the Colgate-Palmolive Company for $65.0 million in
cash. The excess of the purchase price over the estimated fair value of assets
acquired approximated $47.0 million and is being amortized over 40 years.
In December 1998, the Company acquired 9,431,000 shares of Class A voting common
stock of Liljeholmens, a leading European candle manufacturer, in a private
sale. In June 1999, the Company acquired substantially all (approximately 99%)
of the remaining outstanding Class A and Class B common stock of Liljeholmens
through a tender offer. After the total purchase price of approximately $51.2
million was applied to the fair value of assets acquired and liabilities
assumed, goodwill of approximately $28.2 million was generated and is being
amortized over 40 years.
In May 1999, the Company acquired the remaining 50% interest in Colony Gift
Corporation, Ltd. ("Colony") for approximately $10.0 million in cash. The excess
of the purchase price over the estimated fair value of the net assets acquired
approximated $7.2 million and is being amortized over 15 years.
In January 2000, the Company acquired the net assets of Impact Plastics, a
seasonal decorative products company, as a product line extension of Jeanmarie
Creations, Inc., for approximately $19.8 million in cash. The excess of the
purchase price over the estimated fair value of the net assets acquired
approximated $13.3 million and is being amortized over 20 years.
28
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: BUSINESS ACQUISITIONS (CONTINUED)
The following unaudited pro forma consolidated results of operations have been
prepared as if the investments in Liljeholmens, Colony and Impact Plastics had
occurred as of the beginning of each year presented and therefore includes an
estimate of incremental operating expenses, interest expense, amortization of
goodwill and income tax expense:
<TABLE>
<CAPTION>
(In thousands, except per share amounts) 1999 2000
- --------------------------------------------------------------------
<S> <C> <C>
Net sales $ 1,027,546 $ 1,137,182
Net earnings 75,590 93,088
Net earnings per common share:
Basic $ 1.54 $ 1.92
Diluted 1.52 1.91
- --------------------------------------------------------------------
</TABLE>
The unaudited pro forma results do not purport to represent what the Company's
results of operations or financial condition actually would have been had the
investments been made as of the beginning of each year presented.
The foregoing acquisitions have been recorded under the purchase method of
accounting and, accordingly, the results of the acquired businesses are included
in the consolidated financial statements since their dates of acquisition.
NOTE 3: INVENTORIES
The major components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
1999 2000
- -------------------------------------
<S> <C> <C>
Raw materials $ 34,807 $ 40,071
Work in process 2,658 4,625
Finished goods 132,284 142,000
- -------------------------------------
$169,749 $186,696
- -------------------------------------
</TABLE>
NOTE 4: ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
<TABLE>
<CAPTION>
1999 2000
- -----------------------------------------------------
<S> <C> <C>
Compensation and certain benefits $15,141 $16,863
Deferred revenue 5,679 7,212
Promotional expenses 10,110 11,645
Taxes, other than income 3,670 7,257
Other 9,474 8,842
- -----------------------------------------------------
$44,074 $51,819
- -----------------------------------------------------
</TABLE>
29
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: BANK LINES OF CREDIT
As of January 31, 2000, the Company had a total of $70.0 million available under
uncommitted bank lines of credit maturing in August 2000 and January 2001.
Amounts outstanding under the lines of credit bear interest, at the Company's
option, at short-term fixed rates, at the banks' prime rate (8.50% at January
31, 2000), or at the Eurocurrency rate plus a credit spread. No amounts were
outstanding under the uncommitted lines of credit at January 31, 2000.
As of December 31, 1999, Liljeholmens had available lines of credit of
approximately $37.0 million of which approximately $2.6 million was outstanding.
The amounts outstanding under the lines of credit bear interest at a weighted
average rate of 5.36% at December 31, 1999. The lines of credit are renewed
annually.
Colony has a short-term revolving credit facility with Barclays Bank
("Barclays"), which matures on May 20, 2000, pursuant to which Barclays has
agreed to provide a revolving credit facility in an amount up to $25.8 million,
collateralized by certain of Colony's assets. As of December 31, 1999, Colony
had borrowings under the credit facility of approximately $3.0 million, at a
weighted average interest rate of 6.74%.
NOTE 6: LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
1999 2000
- ------------------------------------------------
<S> <C> <C>
7.54% Senior Notes $ 25,000 $ 21,429
7.90% Senior Notes -- 149,000
Credit facilities 89,538 19,138
Other 9,047 1,083
- ------------------------------------------------
123,585 190,650
Less current maturities (9,339) (14,063)
- ------------------------------------------------
$ 114,246 $ 176,587
================================================
</TABLE>
In July 1995, the Company privately placed $25.0 million aggregate principal
amount of 7.54% Senior Notes due 2005. Such senior notes contain, among other
provisions, requirements for maintaining certain financial ratios and net worth.
At January 31, 2000, the Company was in compliance with such covenants. The
notes are payable in seven annual installments beginning June 30, 1999.
In May 1999, the Company filed a shelf registration statement for issuance of up
to $250 million in debt securities with the Securities and Exchange Commission.
On September 24, 1999, the Company issued $150 million of 7.90% Senior Notes due
October 1, 2009 at a discount of approximately $1 million, which is being
amortized over the life of the notes. Such notes contain, among other
provisions, restrictions on liens of principal property or stock issued to
collateralize debt. At January 31, 2000, the Company was in compliance with such
covenants. Interest is payable semiannually on April 1 and October 1. The
proceeds of the offering were used to repay substantially all of the Company's
outstanding debt under its revolving and uncommitted lines of credit in the
United States.
30
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: LONG-TERM DEBT (CONTINUED)
Pursuant to the Company's revolving credit facility ("Credit Facility"), as
amended on September 14, 1999, which matures on October 17, 2002, the lending
institutions have agreed, subject to certain conditions, to provide an unsecured
revolving credit facility to the Company in an aggregate amount of up to $135.0
million and to provide, under certain circumstances, an additional $33.8
million. Amounts outstanding under the Credit Facility bear interest, at the
Company's option, at Bank of America's prime rate (8.50% at January 31, 2000) or
at the Eurocurrency rate plus a credit spread ranging from 0.25% to 0.50%, based
on a pre-defined financial ratio. At January 31, 2000, approximately $3.2
million in letters of credit was outstanding under the Credit Facility. The
Credit Facility contains, among other provisions, requirements for maintaining
certain financial ratios and limitations on certain payments. At January 31,
2000, the Company was in compliance with such covenants.
At December 31, 1999, Liljeholmens had various long-term debt agreements in
multiple European currencies maturing at different dates over the next two to
six years. The total amount outstanding as of December 31, 1999 under the loan
agreements was approximately $19.1 million with variable interest rates ranging
from 3.60% to 5.51%, of which $9.9 million relates to current maturities. The
loans are collateralized by certain of Liljeholmens' real estate and by a pledge
of Liljeholmens' shares in its subsidiaries.
Maturities under debt obligations are as follows (in thousands):
<TABLE>
<CAPTION>
- -------------------------------------------
For the years ending January 31,
<S> <C>
2001 $ 14,063
2002 7,122
2003 5,460
2004 4,874
2005 3,702
Thereafter 155,429
- -------------------------------------------
$190,650
- -------------------------------------------
</TABLE>
NOTE 7: EMPLOYEE BENEFIT PLANS
The Company has defined contribution employee benefit plans in both the United
States and certain of its foreign locations, covering substantially all eligible
non-union employees. Contributions to all such plans are principally at the
Company's discretion. Liljeholmens contributes to a Swedish government sponsored
retirement system which provides retirement benefits to certain of its
employees. Expense related to the plans for the years ended January 31, 1998,
1999 and 2000 was $1,426,000, $1,696,000 and $2,990,000, respectively.
31
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8: COMMITMENTS
The Company utilizes operating leases for a portion of its facilities and
equipment. Generally, the leases provide that the Company pay real estate taxes,
maintenance, insurance and other occupancy expenses applicable to leased
premises. Certain leases provide for renewal for various periods at stipulated
rates.
The minimum future rental commitments under operating leases are as follows (in
thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
<S> <C>
For the years ending January 31,
2001 $ 15,007
2002 12,787
2003 10,482
2004 6,930
2005 5,317
Thereafter 11,725
- --------------------------------------------------------------------
Total minimum payments required $ 62,248
- --------------------------------------------------------------------
</TABLE>
Rent expense for the years ended January 31, 1998, 1999 and 2000 was $8,072,000,
$12,692,000 and $14,552,000, respectively.
NOTE 9: INCOME TAXES
Earnings before provision for income taxes (in thousands):
<TABLE>
<CAPTION>
1998 1999 2000
- ----------------------------------------------
<S> <C> <C> <C>
United States $ 81,334 $111,969 $132,042
Foreign 8,596 10,921 18,348
- ----------------------------------------------
$ 89,930 $122,890 $150,390
- ----------------------------------------------
</TABLE>
Income tax expense consists of the following (in thousands):
<TABLE>
<CAPTION>
1998 1999 2000
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Current income tax expense:
Federal $ 25,271 $ 31,288 $ 41,062
State 5,430 9,120 7,545
Foreign 3,609 3,299 5,514
- -----------------------------------------------------------------------
34,310 43,707 54,121
Deferred income tax expense (benefit):
Federal 644 3,691 3,485
State 114 651 615
Foreign -- 338 (678)
- -----------------------------------------------------------------------
758 4,680 3,422
- -----------------------------------------------------------------------
$ 35,068 $ 48,387 $ 57,543
- -----------------------------------------------------------------------
</TABLE>
32
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities are
as follows (in thousands):
<TABLE>
<CAPTION>
1999 2000
- ------------------------------------------------------------
<S> <C> <C>
Current deferred tax assets:
Accrued compensation $ 716 $ 1,040
Allowance for doubtful receivables (173) 100
Net operating loss carryforwards 18 1,780
Other 57 60
Valuation allowance (18) (1,780)
- ------------------------------------------------------------
$ 600 $ 1,200
- ------------------------------------------------------------
Non-current deferred tax liabilities:
Depreciation $(18,978) $(24,202)
- ------------------------------------------------------------
</TABLE>
The valuation allowance relates principally to certain non-US tax loss
carryforwards, as the Company believes that due to various limitations in these
foreign jurisdictions, it is more likely than not that such benefits will not be
realized.
As of January 31, 2000, undistributed earnings of foreign subsidiaries
considered permanently invested for which deferred income taxes have not been
provided were approximately $11.7 million.
A reconciliation of the provision for income taxes to the amount computed at the
federal statutory rate is as follows (in thousands):
<TABLE>
<CAPTION>
1998 1999 2000
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax provision at statutory rate $ 31,471 $ 43,012 $ 52,635
Tax effect of:
State income taxes, net of federal benefit 3,530 5,626 4,656
Other, net 67 (251) 252
- -------------------------------------------------------------------------------
$ 35,068 $ 48,387 $ 57,543
- -------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: EMPLOYEE STOCK OPTION PLANS
At January 31, 2000, the Company had two stock-based compensation plans, which
are described below.
In accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation," the Company has
elected to continue to account for stock-based compensation under the intrinsic
value based method of accounting described by Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees."
Under APB No. 25, generally, no cost is recorded for stock options issued to
employees unless the option price is below market at the time options are
granted. The following pro forma net earnings and net earnings per common
share are presented for informational purposes and have been computed using
the fair value method of accounting for stock-based compensation as set forth
in SFAS No. 123:
<TABLE>
<CAPTION>
(In thousands, except per share data) 1998 1999 2000
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings:
As reported $ 54,590 $ 74,502 $ 92,389
Pro forma 54,320 74,122 92,024
Net earnings per common share:
As reported:
Basic $ 1.11 $ 1.52 $ 1.91
Diluted 1.10 1.50 1.89
Pro forma:
Basic $ 1.11 $ 1.51 $ 1.90
Diluted 1.10 1.49 1.89
- ----------------------------------------------------------------------------
</TABLE>
The fair value of each option is estimated on the date of grant, using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1998, 1999 and 2000, respectively: expected
volatility was 42.5% for 1998 and 43.7% for 1999 and 43.3% for 2000; risk-free
interest rates at 5.69% to 6.99% for 1998, 4.27% to 5.67% for 1999 and 4.89% to
6.63% for 2000; expected life of 7 years for all years and no dividend payments.
The Company has adopted the Amended and Restated 1994 Employee Stock Option Plan
(the "Employee Option Plan"), which provides for the grant to officers and
employees of both "incentive stock options" and stock options that are
non-qualified for Federal income tax purposes. The total number of shares of
common stock for which options may be granted pursuant to the Employee Option
Plan, subject to shareholder approval for 1,000,000 additional shares, is
2,880,000.
The exercise price of incentive stock options granted under the Employee Option
Plan may not be less than 100% of the fair market value of the common stock at
the time of grant, and the term of any option may not exceed 10 years. Options
generally become exercisable over a five-year period. With respect to any
employee who owns stock representing more than 10% of the voting power of the
outstanding capital stock of the Company, the exercise price of any incentive
stock option may not be less than 110% of the fair market value of such shares
at the time of grant, and the term of such option may not exceed five years.
The Company has also adopted the 1994 Stock Option Plan for Non-Employee
Directors (the "Non-Employee Director Plan"). A total of 120,000 shares of
common stock may be issued through the exercise of options granted pursuant to
the Non-Employee Director Plan. No option may be granted under the Non-Employee
Director Plan after May 18, 2004.
34
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: EMPLOYEE STOCK OPTION PLANS (CONTINUED)
Each non-employee director who is elected to office for the first time after
March 1, 1994 will, upon such date, automatically be granted an option to
acquire 3,000 shares of common stock. Each non-employee director who is in
office on November 15 of any year thereafter will, on the immediately succeeding
January 1, automatically be granted an option to acquire 1,500 shares of common
stock. The price of shares that may be purchased upon exercise of an option is
the fair market value of the common stock on the date of grant.
Options granted pursuant to the Non-Employee Director Plan become exercisable in
full on the first anniversary of the date of the grant.
Transactions involving stock options are summarized as follows:
<TABLE>
<CAPTION>
OPTION WEIGHTED AVERAGE
SHARES EXERCISE PRICE
- ---------------------------------------------------------------
<S> <C> <C>
Outstanding at January 31, 1997 966,900 $ 19.23
Options granted 279,000 25.65
Options exercised (70,201) 8.08
Options cancelled (40,800) 19.63
- ---------------------------------------------------------------
Outstanding at January 31, 1998 1,134,899 17.17
Options granted 262,000 31.47
Options exercised (99,521) 9.31
Options cancelled (65,670) 22.67
- ---------------------------------------------------------------
Outstanding at January 31, 1999 1,231,708 20.55
Options granted 432,000 26.34
Options exercised (45,535) 11.11
Options cancelled (47,156) 23.90
- ---------------------------------------------------------------
Outstanding at January 31, 2000 1,571,017 $ 22.32
- ---------------------------------------------------------------
</TABLE>
At January 31, 1998, 1999 and 2000, options to purchase 308,999, 461,407 and
668,417 shares, respectively, were exercisable.
Options outstanding and exercisable as of January 31, 2000, by price range:
<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
----------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE
RANGE OF REMAINING WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE PRICE SHARES CONTRACTUAL LIFE EXERCISE PRICE SHARES EXERCISE PRICE
- ---------------- --------------- ------------------------- ------------------------ ------------ -------------------------
<S> <C> <C> <C> <C> <C>
$ 3.60 - 14.40 342,252 4.49 $ 8.27 298,452 $ 7.98
14.40 - 25.20 563,166 6.94 22.32 224,766 21.18
25.20 - 36.00 665,599 8.50 29.53 145,199 29.69
--------------- ------------
1,571,017 668,417
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The weighted average fair value of options granted during the years ended
January 31, 1998, 1999 and 2000 was $14.13, $16.99 and $14.46, respectively.
35
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: SEGMENT INFORMATION
The Company operates in a single segment, home fragrance products. The Company
designs, manufactures, and markets an extensive line of candles and home
fragrance products including scented candles, outdoor lighting products,
potpourri and environmental fragrance products. Closely complementing these
products are a broad range of candle accessories and decorative seasonal
products. The Company has operations outside of the United States and sells its
products worldwide.
The following geographic area data include trade net sales and net earnings
based on product shipment destination and long-lived assets (which consist of
fixed assets, goodwill and long-term investments) based on physical location.
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31, (in thousands) 1998 1999 2000
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES:
United States $ 573,214 $ 714,744 $ 805,810
International (1) 114,260 160,321 291,640
- --------------------------------------------------------------------------------
Total $ 687,474 $ 875,065 $1,097,450
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31, (in thousands) 1998 1999 2000
- -------------------------------------------------------------------
<S> <C> <C> <C>
NET EARNINGS:
United States $49,603 $67,218 $78,877
International (1) 4,987 7,284 13,512
- -------------------------------------------------------------------
Total $54,590 $74,502 $92,389
- -------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31, (in thousands) 1998 1999 2000
- ----------------------------------------------------------------------
<S> <C> <C> <C>
LONG-LIVED ASSETS:
United States $208,453 $240,251 $289,480
International (1) 26,114 82,470 96,679
- ----------------------------------------------------------------------
Total $234,567 $322,721 $386,159
- ----------------------------------------------------------------------
</TABLE>
(1) No individual country represents a significant amount of net sales, net
earnings or long-lived assets.
NOTE 12: STOCK REPURCHASE PLAN
On both June 8, 1999, and March 30, 2000, the Company's Board of Directors
authorized the Company to repurchase up to an additional 1,000,000 shares of its
common stock bringing the total authorization to 3,000,000 shares. As of March
31, 2000, the Company had purchased on the open market 1,348,300 common shares
for a total cost of approximately $33.3 million. The acquired shares are held as
common stock in treasury at cost.
36
<PAGE>
BLYTH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: EARNINGS PER SHARE
The following table presents the components of basic and diluted net earnings
per common share as required under SFAS No. 128 (in thousands):
<TABLE>
<CAPTION>
1998 1999 2000
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings $54,590 $74,502 $92,389
- --------------------------------------------------------------------------------
Weighted average number of common
shares outstanding:
Basic 49,063 49,165 48,471
Dilutive effective of stock options 480 439 347
- --------------------------------------------------------------------------------
Weighted average number of common
shares outstanding:
Diluted 49,543 49,604 48,818
- --------------------------------------------------------------------------------
</TABLE>
As of January 31, 1998, 1999 and 2000, options to purchase 6,734, 12,232, and
78,321 shares of common stock, respectively, are not included in the computation
of diluted earnings per share because the effect would be antidilutive.
NOTE 14: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected quarterly information for the years ended January 31 is as
follows:
<TABLE>
<CAPTION>
1999 QUARTER ENDED
----------------------------------------------------------------------
(In thousands, except per share data)
APRIL 30 JULY 31 OCTOBER 31 JANUARY 31
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 201,030 $ 181,011 $ 240,766 $ 252,258
Gross profit 118,423 104,776 134,374 149,975
Net earnings 14,672 12,725 24,532 22,573
Net earnings per common and common equivalent share:
Basic $ 0.30 $ 0.26 $ 0.50 $ 0.46
Diluted 0.30 0.26 0.49 0.45
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
2000 QUARTER ENDED
----------------------------------------------------------------------
(In thousands, except per share data)
APRIL 30 JULY 31 OCTOBER 31 JANUARY 31
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 244,273 $ 229,863 $ 294,441 $ 328,873
Gross profit 140,480 131,665 163,438 181,421
Net earnings 18,537 16,430 29,888 27,533
Net earnings per common and common equivalent share:
Basic $ 0.38 $ 0.34 $ 0.62 $ 0.57
Diluted 0.38 0.34 0.61 0.57
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 15: SUBSEQUENT EVENT
On March 30, 2000, the Company announced that it has declared a cash dividend of
$0.10 per share of the Company's common stock for the six months ended January
31, 2000. The dividend reflects the Company's intention to initiate the payment
of semi-annual dividends. The dividend, authorized at the Company's March 30,
2000 Board of Directors meeting, will be payable to shareholders of record as of
May 1, 2000, and will be paid on May 15, 2000.
37
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Items 10 through 13 is included in the
Company's proxy statement dated April 28, 2000, on pages 3 through 11.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1). FINANCIAL STATEMENTS
The following consolidated financial statements are contained on the
indicated pages of this report:
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Report of Independent Accountants........................ 22
Statements:
Consolidated Balance Sheets.......................... 23
Consolidated Statements of Earnings.................. 24
Consolidated Statements of Stockholders' Equity...... 24
Consolidated Statements of Cash Flows................ 25
Notes to Consolidated Financial Statements........... 26
</TABLE>
(a)(2). FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule is contained on the indicated
pages of this report:
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Report of Independent Accountants S-1
Valuation and Qualifying Accounts S-2
</TABLE>
38
<PAGE>
All other schedules are omitted because they are inapplicable or the
requested information is shown in the consolidated financial statements or
related notes.
(a)(3). EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
3.1* Restated Certificate of Incorporation of the Registrant
3.2* Restated By-laws of the Registrant
4.1+ Amended and Restated 1994 Employee Stock Option Plan of the
Registrant (incorporated by reference to Exhibit 4.1 to the
Registrant's Report on Form 8-K filed April 17, 2000)
4.2+ Form of Nontransferable Incentive Stock Option Agreement under
the Amended and Restated 1994 Employee Stock Option Plan of
the Registrant (incorporated by reference to Exhibit 4.2 to
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1996)
4.3+ Form of Nontransferable Non-Qualified Stock Option Agreement
under the Amended and Restated 1994 Employee Stock Option Plan
of the Registrant (incorporated by reference to Exhibit 4.3 to
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1996)
4.4+ 1994 Stock Option Plan for Non-Employee Directors of the
Registrant (incorporated by reference to Exhibit 4.4 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1996)
4.5*+ Form of Stock Option Agreement under the 1994 Stock Option
Plan for Non-Employee Directors of the Registrant
4.6(a) Form of Indenture, dated as of May 20, 1999, between the
Registrant and First Union National Bank, as Trustee
(incorporated by reference to the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-77721) filed on May 4,
1999)
4.6(b) Form of First Supplemental Indenture dated as of September 29,
1999 between the Registrant and First Union National Bank,
Trustee (incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on September 28,
1999)
10.1 Credit Agreement, dated as of October 17, 1997, among the
Registrant, the Banks listed therein, Morgan Guaranty Trust
Company of New York, as documentation agent, and Bank of
America National Trust and Savings Association, as
administrative agent (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1997)
10.1(a)** Amendment No. 1 dated as of May 13, 1999 to the Credit
Agreement
10.1(b)** Amendment No. 2 dated as of September 14, 1999 to the Credit
Agreement
10.2 Note Purchase Agreement, dated July 7, 1995 (the "Note
Purchase Agreements"), relating to the 7.54% Senior Notes due
June 30, 2005, among Candle Corporation Worldwide, Inc.,
Candle Corporation of
</TABLE>
39
<PAGE>
<TABLE>
<S> <C>
America, and PartyLite Gifts, Inc., as Issuers, the Registrant, as
guarantor, and the Purchasers named therein (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1995)
10.2(a) Fourth Amendment, dated as of October 17, 1997, to Note
Purchase Agreements (incorporated by reference to Exhibit 10.2
to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1997)
10.2(b) Assumption Agreement, dated as of October 17, 1997, of Note
Purchase Agreements, among Candle Corporation Worldwide, Inc.,
Candle Corporation of America, and PartyLite Gifts, Inc., as
assignors, and the Registrant, as assignee (incorporated by
reference to Exhibit 10.3 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended October 31, 1997)
10.2(c) Guaranty Agreement, dated as of October 17, 1997, by Candle
Corporation Worldwide, Inc. (incorporated by reference to
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 1997)
10.2(d) Form of 7.54% Senior Notes due June 30, 2005 (incorporated by
reference to Exhibit 10.5 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended October 31, 1997)
10.2(e)** Fifth Amendment, dated as of May 17, 1999, to Note Purchase
Agreements
10.3 Master Equipment Lease Agreement between MetLife Capital,
Limited Partnership, as lessor, and Candle Corporation of
America, as lessee (incorporated by reference to Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995)
10.4* Standard Form Industrial Lease dated April 22, 1993, between
Carol Point Builders I General Partnership and PartyLite
Gifts, Inc.
10.4(a) First Amendment, dated August 21, 1995, between ERI-CP, Inc.,
a Delaware corporation, as successor to Carol Point Builders I
General Partnership, and PartyLite Gifts, Inc., to Standard
Form Industrial Lease dated April 22, 1993, between Carol
Point Builders II General Partnership and PartyLite Gifts,
Inc. (incorporated by reference to Exhibit 10.4(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996)
10.5 Lease Agreement, dated June 25, 1997, between Carol Stream I
Development Company, as landlord, PartyLite Gifts, Inc., as
tenant, and the Registrant, as guarantor (incorporated by
reference to Exhibit 10.5 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 31, 1998)
10.6*+ Form of Indemnity Agreement between the Registrant and each of
its directors
10.7+ Promissory Note, dated March 17, 1995, payable by Elwood L. La
Forge, Jr. and Mary G. La Forge to the Registrant
(incorporated by reference to Exhibit 10.8 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January
31, 1998)
</TABLE>
40
<PAGE>
<TABLE>
<S> <C>
10.8+ Mortgage, dated March 17, 1995, between Elwood L. La Forge,
Jr. and Mary G. La Forge, as mortgagor, to the Registrant, as
mortgagee (incorporated by reference to Exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998)
10.9+ Blyth Industries, Inc. Non-Qualified Deferred Compensation
Plan (incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K as filed on December
21, 1999)
21.** List of Subsidiaries
23.** Consent of PricewaterhouseCoopers LLP, independent accountants
24.1** Power of Attorney
24.2** Certified Resolutions of the Board of Directors of the Registrant
27.** Financial Data Schedule as of and for the period ended
January 31, 2000
</TABLE>
- ----------
* Included as an exhibit to the Registrant's Registration Statement on Form
S-1 (No. 33-77458) and incorporated herein by reference.
** Filed herewith.
+ Management contract or compensatory plan required to be filed by Item 14(c)
of this report.
(b) REPORTS ON FORM 8-K
The following reports on Form 8-K were filed during the fourth quarter of
the fiscal year ended January 31, 2000:
Current Report on Form 8-K, filed December 21, 1999, attaching the
Non-Qualified Deferred Compensation Plan.
Current Report on Form 8-K, filed December 10, 1999, attaching the Amended
and Restated 1994 Employee Stock Option Plan.
Current Report on Form 8-K, filed December 2, 1999, attaching earnings press
release.
41
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 28, 2000
BLYTH INDUSTRIES, INC.
By: /s/ ROBERT B. Goergen
-----------------------------------
Robert B. Goergen
Chairman, Chief Executive Officer
and President
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT B. GOERGEN Chairman, Chief Executive Officer and President; April 28, 2000
- ------------------------------ Director (Principal Executive Officer)
Robert B. Goergen
/s/ RICHARD T. BROWNING Vice President and Chief Financial Officer April 28, 2000
- ------------------------------ (Principal Financial and Accounting Officer)
Richard T. Browning
/s/ HOWARD E. ROSE Vice Chairman and Director April 28, 2000
- ------------------------------
Howard E. Rose
/s/ ROGER A. ANDERSON Director April 28, 2000
- ------------------------------
Roger A. Anderson
/s/ JOHN W. BURKHART Director April 28, 2000
- ------------------------------
John W. Burkhart
/s/ PAMELA M. GOERGEN Director April 28, 2000
- ------------------------------
Pamela M. Goergen
/s/ NEAL I. GOLDMAN Director April 28, 2000
- ------------------------------
Neal I. Goldman
/s/ ROGER H. MORLEY Director April 28, 2000
- ------------------------------
Roger H. Morley
/s/ JOHN E. PRESCHLACK Director April 28, 2000
- ------------------------------
John E. Preschlack
/s/ FREDERICK H. STEPHENS, JR. Director April 28, 2000
- ------------------------------
Frederick H. Stephens, Jr.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and
Stockholders of Blyth Industries, Inc.
Our audits of the consolidated financial statements referred to in our report
dated March 15, 2000, except for Note 12 and Note 15, as to which the date is
March 31, 2000, appearing in the 2000 Annual Report to Stockholders of Blyth
Industries, Inc. and Subsidiaries on Form 10-K also included an audit of the
financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
----------------------------------------
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
March 15, 2000
S-1
<PAGE>
BLYTH INDUSTRIES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 31, 1998, 1999 AND 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
<S> <C> <C> <C> <C>
1998
- ----
ALLOWANCE FOR DOUBTFUL ACCOUNTS 1,054 3,514 3,215 1,353
1999
- ----
ALLOWANCE FOR DOUBTFUL ACCOUNTS 1,353 1,356 1,305 1,404
INCOME TAX VALUATION ALLOWANCE ----- 18 -----
2000
- ----
ALLOWANCE FOR DOUBTFUL ACCOUNTS 1,404 2,060 1,310 2,154
INCOME TAX VALUATION ALLOWANCE 18 1,762 ----- 1,780
INVENTORY RESERVES ----- 8,146 5,315 2,831
</TABLE>
S-2
<PAGE>
EXHIBIT 10.1(a)
<PAGE>
CONFORMED COPY
AMENDMENT NO. 1
AMENDMENT dated as of May 13, 1999 to (i) the Credit Agreement (the
"CREDIT AGREEMENT") dated as of October 17, 1997 among Blyth Industries, Inc., a
Delaware corporation, the Banks party thereto, Morgan Guaranty Trust Company of
New York, as Documentation Agent and Bank of America National Trust and Savings
Association, as Administrative Agent, and (ii) the Guaranty Agreement dated as
of October 17, 1997 (the "GUARANTY AGREEMENT") among each of the Guarantors
listed on the signature pages hereof under the caption "GUARANTORS"
(individually a "GUARANTOR" and collectively the "GUARANTORS") and Morgan
Guaranty Trust Company of New York, as Documentation Agent.
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES . Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "herein", "hereto" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar reference contained in
the Credit Agreement or the Guaranty Agreement shall, after this Amendment
becomes effective, refer to such agreement as amended hereby.
SECTION 2. AMENDMENT OF GUARANTY AGREEMENT . No provision of the
Guaranty Agreement shall be enforceable against any Guarantor from and after the
Amendment Effective Date (hereinafter defined) until such time (if ever) that
such Guarantor is or becomes obligated under a Guaranty of any Indebtedness of
the Borrower (other than a Guaranty in existence on the date hereof of
Indebtedness outstanding on the date hereof under the Note Purchase Agreement
set forth as item 4 in Schedule 5.10 to the Credit Agreement). If and when any
Guarantor is or becomes liable under a Guaranty with respect to any other
Indebtedness of the Borrower, the Guaranty Agreement shall thereafter be
enforceable against such Guarantor as if this Amendment had never been entered
into.
SECTION 3. AMENDMENT OF CREDIT AGREEMENT . Provisions in the Credit
Agreement specifically referencing the Guaranty Agreement shall be ineffective
to the extent that the Guaranty Agreement is made unenforceable by virtue of
this Amendment.
SECTION 4. GOVERNING LAW . This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS . This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS . This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") the Documentation Agent shall have
received from each of the Borrower, the Guarantors and the Banks a counterpart
hereof signed by such party or facsimile
2
<PAGE>
or other written confirmation (in form satisfactory to the Documentation Agent)
that such party has signed a counterpart hereof. The Documentation Agent shall
promptly notify each party hereto of the Amendment Effective Date.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWER:
BLYTH INDUSTRIES, INC.
By: /s/ RICHARD T. BROWNING
------------------------
Title: Vice President and Chief
Financial Officer
GUARANTORS:
CANDLE CORPORATION OF AMERICA
By: /s/ RICHARD T. BROWNING
------------------------
Title: Vice President and Treasurer
PARTYLITE GIFTS, INC.
By: /s/ RICHARD T. BROWNING
------------------------
Title: Vice President and Treasurer
CANDLE CORPORATION WORLDWIDE, INC.
By: /s/ RICHARD T. BROWNING
Title: Vice President
4
<PAGE>
DOCUMENTATION AGENT:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent
By: /s/ ROBERT BOTTAMEDI
---------------------
Title: Vice President
BANKS:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ ROBERT BOTTAMEDI
---------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
VINGS ASSOCIATION
By: /s/ EDMUND M. HALL
-------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ KWANG S. SON
-----------------
Title: Assistant Vice President
DRESDNER BANK AG
/s/ Vincent J. Carotenuto
-------------------------
By: ON BEHALF OF B.CRAIG ERICKSON
------------------------------
Title: Vice President
5
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ DAVID R. ARIAS
-------------------
Title: Corporate Banking Officer
FIRST UNION NATIONAL BANK
By: /s/ BRIAN MULVANEY
-------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ARTHUR J. FOGEL
--------------------
Title: Vice President
HSBC BANK USA, formerly known as MARINE
MIDLAND BANK
By: /s/ ADRIANA D. COLLINS
-----------------------
Title: Vice President
6
<PAGE>
EXHIBIT 10.1(b)
<PAGE>
CONFORMED COPY
AMENDMENT NO. 2
AMENDMENT dated as of September 14, 1999 to the Credit Agreement (as
heretofore amended, the "CREDIT AGREEMENT") dated as of October 17, 1997 among
Blyth Industries, Inc., a Delaware corporation, the Banks party thereto, Morgan
Guaranty Trust Company of New York, as Documentation Agent and Bank of America,
N.A., as Administrative Agent.
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES . Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "herein", "hereto" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar reference contained in
the Credit Agreement shall, after this Amendment becomes effective, refer to the
Credit Agreement as amended hereby.
SECTION 2. TERMINATION OF COMMITMENT . Effective as of the date hereof: (i)
the Commitment of Marine Midland Bank ("MARINE") shall terminate; (ii) the
aggregate amount of the Commitments shall be reduced by $5,000,000 as a
consequence of (i); and (iii) the participations of the Banks in all outstanding
Letters of Credit shall be reallocated on the basis of their respective
Commitments after giving effect to this Amendment. On the date hereof, the
Borrower shall prepay all outstanding Loans from Marine, together with accrued
interest thereon. Upon the effectiveness hereof and payment to it of the amounts
contemplated by this Section 2, Marine shall cease to be a Bank party to the
Credit Agreement; PROVIDED that Sections 8.03, 8.04 and 9.03 shall continue to
inure to its benefit.
SECTION 3. GOVERNING LAW . This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. COUNTERPARTS . This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5. EFFECTIVENESS . This Amendment shall become effective as of the
date hereof subject to receipt on or prior to such date by the Documentation
Agent (i) from each of the Borrower and the Banks of a counterpart hereof signed
by such party or of facsimile or other written confirmation (in form
satisfactory to the Documentation Agent) that such party has signed a
counterpart hereof and (ii) evidence satisfactory to the Documentation Agent
that Marine shall have assigned to each of Bank of America, N.A. (successor to
Bank of America National Trust and Savings Association) ("BOFA") and Harris
Trust and Savings Bank ("HARRIS") in accordance with Section 9.06(c) of the
Credit Agreement a portion of its Commitment equal to $5,000,000 and a ratably
equivalent portion of its rights and obligations under the Credit Agreement. The
Documentation Agent shall promptly notify each party hereto of the effectiveness
hereof.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWER:
BLYTH INDUSTRIES, INC.
By: /S/RICHARD T. BROWNING
-------------------------------------
Title: Chief Financial Officer
DOCUMENTATION AGENT:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Documentation Agent
By: /S/ KATHRYN SAYKO-YANES
-------------------------------------
Title: Vice President
BANKS:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
By: /S/ KATHRYN SAYKO-YANES
-------------------------------------
Title: Vice President
BANK OF AMERICA, N.A.
(successor to Bank of America National
Trust and Savings Association)
By: /S/ EDMUND M. HALL
-------------------------------------
Title: Vice President
3
<PAGE>
HARRIS TRUST AND SAVINGS BANK
By: /S/ JEFFREY C. NICHOLSON
-------------------------------------
Title: Managing Director
DRESDNER BANK AG
By: /S/ B. CRAIG ERICKSON
-------------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ C.L. TURNER, III
-------------------------------------
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /S/ FREDERICK W. PRICE
-------------------------------------
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /S/ ARTHUR J. FOGEL
-------------------------------------
Title: Vice President
MARINE MIDLAND BANK
By: /S/ ADRIANA D. COLLINS
-------------------------------------
Title: Vice President
4
<PAGE>
EXHIBIT 10.2(e)
<PAGE>
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS FIFTH AMENDMENT (this "FIFTH AMENDMENT") dated as of May
17, 1999 (the "FIFTH AMENDMENT CLOSING DATE") to the Note Purchase Agreements
each dated July 7, 1995 is between CANDLE CORPORATION WORLDWIDE, INC., a
Delaware corporation ("WORLDWIDE"), CANDLE CORPORATION OF AMERICA, a New York
corporation ("CANDLE America"), PARTYLITE GIFTS, INC., a Delaware corporation
("PARTYLITE"; each of Worldwide, Candle America and PartyLite being referred to
herein as a "PRIOR ISSUER" and collectively as the "PRIOR ISSUERS"), and BLYTH
INDUSTRIES, INC., a Delaware corporation (the "PARENT"),and each of the holders
of the Notes, as defined below (collectively, the "NOTEHOLDERS").
RECITALS:
A. The Prior Issuers, the Parent and each of the Noteholders
have heretofore entered into separate and several Note Purchase Agreements each
dated July 7, 1995, as amended by the Amendment of Note Purchase Agreement dated
as of June 30, 1996, Amendment No. 2 to Note Purchase Agreement dated as of
December 13, 1996, Amendment No. 3 to Note Purchase Agreement dated as of March
10, 1997, and the Fourth Amendment to Note Purchase Agreement dated as of
October 17, 1997 (collectively, the "NOTE AGREEMENTS"). Capitalized terms used
herein shall have the respective meanings ascribed thereto in the Note
Agreements unless herein defined or the context shall otherwise require.
B. The Parent has heretofore issued pursuant to the Note
Agreements $25,000,000 aggregate principal amount of its Amended and Restated
7.54% Senior Notes due June 30, 2005 (the "NOTES"), all of which principal
amount is presently outstanding. The Noteholders are the holders of 100% of the
outstanding principal amount of the Notes.
C. The Prior Issuers have each executed and delivered to the
Noteholders a Guaranty Agreement dated as of October 17, 1997 (collectively, the
"GUARANTY AGREEMENTS") pursuant to which the Prior Issuers have unconditionally
guaranteed the Parent's payment obligations under the Note Agreements and the
Notes.
D. The Parent and the Prior Issuers have requested that (i)
the Guaranty Agreements be terminated, and (ii) that certain amendments be made
to the Note Agreements.
E. Subject to the terms and conditions of this Fifth
Amendment, each of the Noteholders is willing to (i) terminate the Guaranty
Agreements and (ii) amend the Note Agreements in certain respects as set forth
herein.
NOW, THEREFORE, for good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Prior Issuers, the
Parent and the Noteholders do hereby agree as follows:
SECTION 1 TERMINATION OF GUARANTY.
Subject to the terms and conditions of this Fifth Amendment,
effective on the Fifth Amendment Closing Date (as defined below) the Guaranty
Agreements shall (without further action on the part of any Person) be
terminated and shall have no further force and effect until such time (if ever)
that (a) the obligations of any Prior Issuer under any guaranty by such Prior
Issuer of the obligations of the Parent under the Credit Agreement become
enforceable, or
2
<PAGE>
(b) any Prior Issuer is or becomes obligated under any other Guaranty of
Indebtedness of Parent. If and when the obligations of any Prior Issuer under
any guaranty by such Prior Issuer of the obligations of the Parent under the
Credit Agreement becomes enforceable or any Prior Issuer is or becomes obligated
under any other Guaranty of Indebtedness of Parent, the Guaranty Agreement shall
thereafter be enforceable against such Prior Issuer as if this Fifth Amendment
had never been entered into.
SECTION 2 AMENDMENTS TO NOTE AGREEMENTS.
Effective on the Fifth Amendment Closing Date, each of the
Note Agreements is hereby amended as follows:
2.1 AMENDMENTS TO SECTION 9 - AFFIRMATIVE COVENANTS.
(a) AMENDMENTS TO SECTION 9 - INTRODUCTION.
(i) The introductory line of Section 9 is hereby
amended by deleting the phrase "and each Prior Issuer".
(b) AMENDMENTS TO SECTION 9.1-9.5.
(i) Sections 9.1 through 9.5 are hereby amended by
deleting the phrase "The Parent and each Prior Issuer will and
will cause each of their respective Subsidiaries" and
replacing such phrase with the phrase "The Parent will and
will cause each of its Subsidiaries".
(ii) Section 9.6 is hereby amended by deleting the
phrase "The Parent and each Prior Issuer will" and replacing
such phrase with the phrase "The Parent will and will cause
each of the Prior Issuers to".
2.2 AMENDMENTS TO SECTION 10 - NEGATIVE COVENANTS.
(a) AMENDMENTS TO SECTION 10 - INTRODUCTION.
(i) The introductory line of Section 10 is hereby
amended by deleting the phrase "Each of the Prior Issuers and
the" and replacing such phrase with the word "The".
(b) AMENDMENTS TO SECTION 10.1 AND 10.2.
(i) Sections 10.1 and 10.2 are hereby amended by
deleting the phrase "The Parent and each Prior Issuer will not
and will not permit any of their respective Subsidiaries" and
replacing such phrase with the phrase "The Parent will not and
will not permit any of its Subsidiaries".
(c) AMENDMENTS TO SECTION 10.2.
(i) Clause (b) of Section 10.2 is hereby amended by
(1) deleting the phrase "existing as of the date hereof and";
and (2) deleting reference therein to "Section 10.2(g)" and
inserting "Section 10.2(f)" in lieu thereof.
3
<PAGE>
(ii) Clause (d) of Section 10.2 is hereby deleted in
its entirety and replaced with the following:
"(d) Liens existing on property of a Person
immediately prior to its being consolidated with or
merged into the Parent or any of its Subsidiaries or
immediately prior to its becoming a Subsidiary of the
Parent; PROVIDED that to the extent any Lien
described in Items 6, 7, 9 and 10 of Schedule 10.2
secures any greater amount of Indebtedness than the
respective amount thereof set forth in Schedule 10.2,
such Lien shall not be permitted by this Section
10.2(d) but only by Section 10.2(f);"
(iii) Clause (e) of Section 10.2 is hereby amended by
adding the word "and" at the end thereof.
(iv) Clause (f) of Section 10.2 is hereby deleted in
its entirety and replaced with the following:
"(f) Liens securing Indebtedness of the Parent or any
of its Subsidiaries not described in Section 10.2(a)
through 10.2(e) above (the "OTHER LIENS"), PROVIDED
that after giving effect to the creation, incurrence
or assumption, or after accounting for the existence,
of all Other Liens, the aggregate principal amount of
all Indebtedness secured by all Other Liens does not
exceed 15% of Consolidated Net Worth."
(v) Clause (g) of Section 10.2 is hereby deleted in
its entirety.
(d) AMENDMENTS TO SECTION 10.3.
(i) Clause (b) of Section 10.3 is hereby amended by
deleting the phrase "existing as of the Fourth Amendment
Closing Date and".
(ii) Clause (c) of Section 10.3 is hereby deleted in
its entirety and replaced with the following:
"(c) a Subsidiary may remain liable with respect to
Indebtedness outstanding at the time such Subsidiary
becomes a Subsidiary; PROVIDED that (i) such
Indebtedness shall not have been incurred in
contemplation of such Subsidiary becoming a
Subsidiary and (ii) immediately after such Subsidiary
becomes a Subsidiary, no Default shall exist;
PROVIDED that any increase in the amount of the
Indebtedness described in Items 6, 7, 9 and 10 of
Schedule 10.3 at such time over the respective amount
thereof set forth in Schedule 10.3 shall not be
permitted by this Section 10.3(c) but only by Section
10.3(f);"
(iii) Clause (e) of Section 10.3 is hereby amended by
adding the word "and" at the end thereof.
(iv) Clause (f) of Section 10.3 is hereby deleted in
its entirety and replaced with the following:
4
<PAGE>
"(f) a Subsidiary may become and remain liable after
the date hereof with respect to Indebtedness not
described in Sections 10.3(a) through 10.3(e) above,
PROVIDED that after giving effect to such
Subsidiary's creation, assumption, incurrence or
guaranty of (or such Subsidiary's becoming liable
with respect to), or after accounting for the
existence of, such other Indebtedness, the aggregate
principal amount of all such Indebtedness of
Subsidiaries does not exceed 15% of Consolidated Net
Worth."
(v) Clause (g) of Section 10.3 is hereby deleted in
its entirety.
(e) AMENDMENTS TO SECTION 10.7.
(i) The sixth line of Section 10.7 is hereby amended
by adding the phrase ", including but not limited to, by a
distribution to shareholders" after the phrase "or
indirectly".
2.3 AMENDMENTS TO SECTION 16 - EXPENSES, ETC.
(a) AMENDMENTS TO SECTION 16.1.
(i) Section 16.1 is hereby amended by deleting the
phrase "and the Prior Issuers will be jointly and severally"
each time it appears and replacing such phrase with the phrase
"will be".
(b) AMENDMENTS TO SECTION 16.2.
(i) The first line of Section 16.2 is hereby amended
by deleting the phrase "and the Prior Issuers".
2.4 DELETION OF PRIOR ISSUERS AS A PARTY TO AGREEMENT.
Effective on the Fifth Amendment Closing Date, each Note
Agreement is further amended by deleting each Prior Issuer as party thereto
until such time (if ever) that (a) the obligations of such Prior Issuer under
any guaranty by such Prior Issuer of the obligations of the Parent under the
Credit Agreement become enforceable, or (b) such Prior Issuer is or becomes
obligated under any other Guaranty of Indebtedness of Parent. If and when the
obligations of any Prior Issuer under any guaranty by such Prior Issuer of the
obligations of the Parent under the Credit Agreement becomes enforceable or any
Prior Issuer is or becomes obligated under any other Guaranty of Indebtedness of
Parent, such Prior Issuer shall thereafter be a party to each Note Agreement as
if this Fifth Amendment had never been entered into.
SECTION 3 AMENDMENTS TO EXHIBITS AND SCHEDULES.
Effective on the Fifth Amendment Closing Date, the following
Exhibits and Schedules shall be amended as set forth below:
(a) The form of Subsidiary Guaranty attached to the Note
Agreements as Exhibit 4.7 is hereby deleted in its entirety.
(b) The form of Compliance Certificate attached to the Note
Agreements as Exhibit 7.2 is hereby amended to read as set
forth on Exhibit A attached to this Fifth Amendment.
5
<PAGE>
(c) Schedule 5.4 attached to the Note Agreements is hereby
amended to read as set forth on Exhibit B attached to this
Fifth Amendment (as the same may be updated by written notice
by Parent to the Noteholders on or before the Fifth Amendment
Closing Date).
(d) Schedules 10.2 and 10.3 attached to the Note Agreements
are hereby amended to read as set forth on Exhibits C & D
attached to this Fifth Amendment.
SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARENT.
4.1 To induce the Noteholders to execute and deliver this
Fifth Amendment (which representations shall survive the execution and delivery
of this Fifth Amendment), the Parent represents and warrants to the Noteholders
that:
(a) the Parent is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware, and is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is required
by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect;
this Fifth Amendment has been duly authorized, executed and delivered
by the Prior Issuers and the Parent, respectively, and constitutes the
legal, valid and binding obligation, contract and agreement of the
Prior Issuers and the Parent, respectively, enforceable against each of
them in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors' rights
generally;
(b) each of the Notes has been authorized, executed
and delivered by the Parent, constitutes the legal, valid and binding
obligation, contract and agreement of the Parent, enforceable against
the Parent in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the Note Agreements, as amended by this Fifth
Amendment, constitute the legal, valid and binding obligations,
contracts and agreements of the Prior Issuers and the Parent,
respectively, enforceable against each of them in accordance with their
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally;
(d) the execution, delivery and performance by the
Prior Issuers and the Parent, respectively, of this Fifth Amendment,
and the performance by the Prior Issuers and the Parent, as applicable,
of the Note Agreements and the Notes (i) have been duly authorized by
all requisite corporate action and, if required, shareholder action,
(ii) do not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation or their respective
articles of incorporation or bylaws, (2) any order of any court or any
rule, regulation or order of any other agency or government binding
upon either of them, or (3) any provision of any material indenture,
agreement or other instrument to which either of
6
<PAGE>
them is a party or by which either of their properties or assets are or
may be bound, including, without limitation, that certain Credit
Agreement dated as of October 17, 1997, as amended, among the Parent,
the banks listed therein, Morgan Guaranty Trust Company of New York, as
Documentation Agent and Bank of America National Trust and Savings
Association, as Administrative Agent (the "CREDIT AGREEMENT") or (B)
result in a breach or constitute (alone or with due notice or lapse of
time or both) a default under any indenture, agreement or other
instrument referred to in clause (iii)(A)(3) of this Section 4.1(d);
(e) as of the date hereof and after giving effect to
this Fifth Amendment and the consummation of the transactions
contemplated hereby, no Default or Event of Default has occurred which
is continuing; and
(f) all the representations and warranties contained
in Section 5 of the Note Agreements (excluding Section 5.3) are true
and correct in all material respects with the same force and effect as
if made by the Parent on and as of the date hereof.
4.2 The Parent covenants that it shall pay the fees and
expenses set forth in that certain letter dated May 17, 1999 at the times
specified therein.
SECTION 5 CONDITIONS TO EFFECTIVENESS OF SECTIONS 1, 2 AND 3.
5.1 Sections 1, 2 and 3 of this Fifth Amendment shall not
become effective until, and shall become effective when, each and every one of
the following conditions shall have been satisfied on or before August 15, 1999
(the date on which all such conditions are satisfied being the "FIFTH AMENDMENT
CLOSING DATE"):
(a) executed counterparts of this Fifth Amendment,
duly executed by the Prior Issuers, the Parent and the Required
Holders, shall have been delivered to the Noteholders;
(b) Parent shall have paid the fees and expenses set
forth in that certain letter dated May 17, 1999;
(c) on the Fifth Amendment Closing Date, the
representations and warranties of the Parent set forth in Section 4
hereof shall be true and correct on and as of the date hereof and as of
the Fifth Amendment Closing Date, and the Noteholders shall have
received an Officer's Certificate of the Parent dated the Fifth
Amendment Closing Date to such effect;
(d) on the Fifth Amendment Closing Date, Parent shall
have issued in a public offering registered under the Securities Act of
1933 not less than $100 million principal amount of its senior notes
(the "NEW SENIOR NOTES"), which New Senior Notes (i) shall have a
maturity date of not less than ten (10) years, and with no required
amortization payments prior to July 1, 2005, (ii) shall have been rated
by S&P and Moody's, (iii) shall be unsecured and (iv) shall not be
guaranteed by any Subsidiary of the Parent; and
(e) on or before the Fifth Amendment Closing Date,
the Noteholders shall have received evidence satisfactory to the
Required Holders that (a) the guaranties
7
<PAGE>
of the Prior Issuers of the obligations of the Parent under the Credit
Agreement have become unenforceable until such time (if ever) that any
Prior Issuer is or becomes obligated under a Guaranty (as defined in
the Credit Agreement) of Indebtedness (as defined in the Credit
Agreement) of the Parent and (b) all guaranties by the Prior Issuers
under any other credit agreement to which Parent is a party have been
terminated.
Upon receipt of all of the foregoing, this Fifth Amendment
shall become effective.
SECTION 6 MISCELLANEOUS.
6.1 This Fifth Amendment shall be construed in connection with
and as part of each of the Note Agreements, and except as modified and expressly
amended by this Fifth Amendment, all terms, conditions and covenants contained
in the Note Agreements and the Notes are hereby ratified and shall be and remain
in full force and effect.
6.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Fifth Amendment may refer to the Note Agreements without making specific
reference to this Fifth Amendment but nevertheless all such references shall
include this Fifth Amendment unless the context otherwise requires.
6.3 The descriptive headings of the various Sections or parts
of this Fifth Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
6.4 This Fifth Amendment shall be governed by and construed in
accordance with New York law.
6.5 The execution hereof by the parties hereto shall
constitute a contract between such parties for the uses and purposes herein set
forth. This Fifth Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one
agreement.
(Remainder of page intentionally left blank)
8
<PAGE>
In witness whereof, the parties hereto have caused this Fifth
Amendment to be duly executed and delivered as of the date first written above.
BLYTH INDUSTRIES, INC.
By________________________________________________
Richard T. Browning
Vice President and Chief Financial Officer
CANDLE CORPORATION WORLDWIDE, INC.
By________________________________________________
Richard T. Browning
Vice President, Chief Financial Officer
and Treasurer
CANDLE CORPORATION OF AMERICA
By________________________________________________
Richard T. Browning
Senior Vice President and Treasurer
PARTYLITE GIFTS, INC.
By________________________________________________
Richard T. Browning
Vice President and Treasurer
9
<PAGE>
The foregoing is hereby
agreed to as of the
date thereof.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC., its Authorized Agent
By______________________
Name:
Title:
10
<PAGE>
The foregoing is hereby
agreed to as of the
date thereof.
CIGNA PROPERTY AND CASUALTY
INSURANCE COMPANY
BY: CIGNA INVESTMENTS, INC., its Authorized Agent
By______________________
Name:
Title:
11
<PAGE>
The foregoing is hereby
agreed to as of the
date thereof.
LIFE INSURANCE COMPANY OF
NORTH AMERICA
BY: CIGNA INVESTMENTS, INC., its Authorized Agent
By______________________
Name:
Title:
12
<PAGE>
The foregoing is hereby
agreed to as of the
date thereof.
UNITED OF OMAHA LIFE INSURANCE COMPANY
By______________________
Name:
Title:
13
<PAGE>
EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFIES THAT:
(1) He/She is the duly elected ____________________ of Blyth
Industries, Inc., a Delaware corporation (the "PARENT");
(2) He/She has reviewed the terms of those certain Note
Purchase Agreements dated as of July 7, 1995, as amended,
supplemented or otherwise modified to the date hereof (said
Note Purchase Agreements, as so amended, supplemented or
otherwise modified, collectively being the "NOTE PURCHASE
AGREEMENTS", the terms defined therein and not otherwise
defined in this Certificate (including Attachment No. 1
annexed hereto and made a part hereof) being used in this
Certificate as therein defined), by and among the Prior
Issuers, the Parent and the Purchasers in each of the Note
Purchase Agreements, and has made, or has caused to be made
under his/her supervision, a review in reasonable detail of
the transactions and condition of the Parent and its
Subsidiaries during the accounting period covered by the
attached financial statements; and
(3) The examination described in paragraph (2) above did not
disclose, and he/she has no knowledge of, the existence of any
condition or event which constitutes a Default or Event of
Default during or at the end of the accounting period covered
by the attached financial statements or as of the date of this
Certificate[, except as set forth below].
[Set forth [below] [in a separate attachment to this
Certificate] are all exceptions to paragraph (3) above listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Parent and/or its Subsidiairies has taken, is taking, or
proposes to take with respect to each such condition or event:
_________________ _________________ _________________ ________________]
The foregoing certifications, together with the computations
set forth in Attachment No. 1 annexed hereto and made a part hereof and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this __________ day of _____________, ______ pursuant to Section
7.2 of the Note Purchase Agreements.
BLYTH INDUSTRIES INC.
By: __________________________
Title: ________________________
14
<PAGE>
ATTACHMENT NO. 1
TO COMPLIANCE CERTIFICATE
This Attachment No. 1 is attached to and made a part of a
Compliance Certificate dated as of ____________, _____ and pertains to the
period from ____________, _____ to ____________, _____. Section references
herein relate to Sections of the Note Purchase Agreements.
A. Indebtedness secured by all Other Liens not to exceed 15% of
Consolidated Net Worth (Section 10.2)
1. Indebtedness secured by all Other Liens __________
2. 15% of Consolidated Net Worth __________
B. Indebtedness of Subsidiaries not to exceed 15% of
Consolidated Net Worth (Section 10.3)
1. Indebtedness of Subsidiaries __________
2. 15% of Consolidated Net Worth __________
C. Investments not to exceed 15% of Consolidated
Net Worth (Section 10.4)
1. Investments __________
2. 15% of Consolidated Net Worth __________
D. Leverage Ratio (Section 10.5) shall not be less than 2.00 : 1.00
1. Consolidated Debt at period end __________
2. Consolidated Net Income (last four quarters) __________
3. Income tax expenses (last four quarters) __________
4. Interest expense (last four quarters) __________
5. Depreciation and amortization (last four quarters) __________
6. Consolidated EBITDA (Sum of Lines 2, 3, 4, and 5) __________
7. Leverage Ratio (Line 1 divided by Line 6) __________
E. Minimum Consolidated Net Worth (Section 10.6)
1. Actual Stockholders' Equity at period end __________
2. Minimum Consolidated Net Worth
a. Starting sum $160,000,000
b. Plus 50% of Cumulative Positive Net Income __________
c. Plus 50% of Cumulative Equity Proceeds __________
d. Minimum Consolidated Net Worth __________
(Sum of Lines a, b, and c)
15
<PAGE>
EXHIBIT B
SCHEDULE 5.4 TO NOTE AGREEMENTS
16
<PAGE>
EXHIBIT C & D
SCHEDULES 10.2 AND 10.3 TO NOTE AGREEMENTS
17
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF BLYTH INDUSTRIES, INC.
<TABLE>
<CAPTION>
SUBSIDIARIES OF THE REGISTRANT/U.S. OTHER NAMES UNDER WHICH SUBSIDIARY DOES BUSINESS STATE/COUNTRY OF INCORPORATION
<S> <C> <C>
1. Aromatic Industries, Inc. California
2. Candle Corporation of America Valley Candle Mfg. Co. New York
Old Harbor Candles
Colonial Candle of Cape Cod
Original Recipe
Carolina Designs, Ltd.
3. Candle Corporation Worldwide, Inc. Delaware
4. Endar Corp. California
5. Fabrica de Velas Borinquen, Inc. Illinois
6. Fragrance Solutions, Inc. Delaware
7. FVB, Inc. Delaware
8. Jeanmarie Creations, Inc. JMC, Inc. Oklahoma
9. JMC Holdings, Inc. Delaware
10. New Ideas International Inc. Delaware
11. PartyLite Gifts, Inc. PARTYLITE Delaware
SUBSIDIARIES OF THE REGISTRANT/INTERNATIONAL
- --------------------------------------------
20. Adam Gies Gmbh Germany
21. Asp-Holblad A/S Denmark
22. Blyth Industries, Ltd. Barbados
23. Candle Corporation Europe BV Netherlands
24. Candle Corporation of America Hong Kong Limited Hong Kong
25. Candle Corporation UK Limited England
26. Candle Corporation Worldwide Sweden AB Sweden
27. Candlelight Holding AG Switzerland
28. Candlelight Holding Gmbh Germany
29. Carolina Designs, Ltd. England
30. CCW Manufacturing Limited England
31. Colony Private Label Limited England
32. Colony Gifts Corporation Limited England
33. Colony SARL France
34. Endar de Mexico SA Mexico
35. Fragrant Memories Ltd. United Kingdom
36. Gies Kerzen Gmbh Germany
37. Gies Natura Handelsgesellschaft mbH Germany
38. Ingena/Nordlicht Gmbh Germany
39. J. Becker & Co. AG Switzerland
40. Liljeholmens Stearinfabriks AB Sweden
41. Natures Scents Ltd. United Kingdom
42. PartyLite BV Netherlands
43. PartyLite Gifts, Ltd. Canada
44. PartyLite Gmbh Germany
45. PartyLite Handelsgesellschaft m.b.H. Austria
46. Partylite Oy Finland
47. PartyLite SA Switzerland
48. PartyLite S.r.l. Italy
49. PartyLite Trading SA Switzerland
50. PartyLite U.K., Ltd. England
51. Promol SA Portugal
</TABLE>
The Registrant also owns 75% of the capital stock of Colony Italy, S.r.l.,
organized under the laws of Italy, 63% of the capital stock of Wax Lyrical
Limited, organized under the laws of England and 50% of the capital stock of PT
Gies Natura, organized under the laws of Indonesia.
<PAGE>
EXHIBIT 23
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements of Blyth Industries, Inc. and Subsidiaries on Form S-8 (No. 33-91954,
No. 333-50011, No. 333-92557 and No. 333-93237) and Form S-3 (No. 333-59847 and
No. 333-77721) of our report dated March 15, 2000, except for Note 12 and Note
15, as to which the date is March 31, 2000, on our audits of the consolidated
financial statements and financial statement schedule of Blyth Industries, Inc.
and Subsidiaries as of January 31, 2000 and 1999, and for the three years in the
period ended January 31, 2000, which report is included in this Annual Report on
Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
April 28, 2000
<PAGE>
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
FORM 10-K ANNUAL REPORT FOR FISCAL 2000
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert B. Goergen, Howard E. Rose, Richard T.
Browning and Bruce D. Kreiger, and each of them, until July 31, 2000, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Form 10-K Annual Report of Blyth Industries,
Inc. for the fiscal year ended January 31, 2000, and any amendments thereto, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT B. GOERGEN Chairman, Chief Executive Officer March 30, 2000
---------------------
Robert B. Goergen and President, Director
(Principal Executive Officer)
/s/ RICHARD T. BROWNING Vice President and Chief March 30, 2000
-----------------------
Richard T. Browning Financial Officer (Principal
Financial and Accounting Officer)
/s/ HOWARD E. ROSE Vice Chairman and Director March 30, 2000
------------------
Howard E. Rose
/s/ ROGER A. ANDERSON Director March 30, 2000
---------------------
Roger A. Anderson
/s/ JOHN W. BURKHART Director March 30, 2000
--------------------
John W. Burkhart
/s/ PAMELA M. GOERGEN Director March 30, 2000
---------------------
Pamela M. Goergen
/s/ NEAL I. GOLDMAN Director March 30, 2000
-------------------
Neal I. Goldman
/s/ ROGER H. MORLEY Director March 30, 2000
-------------------
Roger H. Morley
/s/ JOHN E. PRESCHLACK Director March 30, 2000
----------------------
John E. Preschlack
/s/ FREDERICK H. STEPHENS, JR. Director March 30, 2000
------------------------------
Frederick H. Stephens, Jr.
</TABLE>
<PAGE>
EXHIBIT 24.2
<PAGE>
BLYTH INDUSTRIES, INC.
CERTIFICATION
I, the undersigned Secretary of BLYTH INDUSTRIES, INC., a Delaware
corporation, certify that the attached is a true copy of resolutions adopted by
the Board of Directors of Blyth Industries, Inc. on March 30, 2000, at a meeting
throughout which a quorum was present, and that the same is still in full force
and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
Blyth Industries, Inc. this 28th day of April, 2000.
/s/ BRUCE D. KREIGER
--------------------
Name: Bruce D. Kreiger
Title: Secretary
BLYTH INDUSTRIES, INC.
Board of Directors Resolution
March 30, 2000
* * *
FORM 10-K
RESOLVED, that the form, terms, and provisions of the Annual Report on Form 10-K
(the "Form 10-K") in substantially the draft form presented to and reviewed by
this Board, are approved and that Robert B. Goergen, Howard E. Rose and Richard
T. Browning be, and each of them with full power to act without the other hereby
is, authorized (i) to sign the Form 10-K on behalf of the Corporation and any
amendments thereto as either of them may approve on behalf of the Corporation,
in such form as the officer executing the Form 10-K or any such amendment may
approve, with any changes from the form presented to this meeting as he may
approve, such execution to be conclusive evidence of such approval, and (ii) to
file the Form 10-K with the Securities and Exchange Commission (the
"Commission"); and be it further
RESOLVED, that each of the directors, the Chairman, President and Chief
Executive Officer, the Vice Chairman and the Vice President and Chief Financial
Officer, of the Corporation, are each hereby authorized to execute in their
respective capacities, a power of attorney in favor of Robert B. Goergen, Howard
E. Rose, Richard T. Browning and Bruce D. Kreiger designating each of them as
the true and lawful attorneys-in-fact and agents of the signatory with full
power and authority to execute and to cause to be filed with the Commission the
Form 10-K for fiscal 2000 with all exhibits and other documents in connection
therewith as such attorneys-in-fact, or any one of them, may deem necessary or
desirable; and to do and perform each and every act and thing necessary or
desirable to be done in and about the premises as fully to all intents and
purposes as such officers and directors could do themselves.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at January 31, 2000 and the Consolidated Statement of
Earnings, Stockholders' Equity and Cash Flows for the twelve months ended
January 31, 2000, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 46,047
<SECURITIES> 0
<RECEIVABLES> 87,073
<ALLOWANCES> 2,154
<INVENTORY> 186,696
<CURRENT-ASSETS> 321,862
<PP&E> 386,572
<DEPRECIATION> 113,044
<TOTAL-ASSETS> 713,096
<CURRENT-LIABILITIES> 130,605
<BONDS> 149,000
0
0
<COMMON> 985
<OTHER-SE> 93,784
<TOTAL-LIABILITY-AND-EQUITY> 713,096
<SALES> 1,097,450
<TOTAL-REVENUES> 1,097,450
<CGS> 480,446
<TOTAL-COSTS> 480,446
<OTHER-EXPENSES> 451,596
<LOSS-PROVISION> 1,407
<INTEREST-EXPENSE> 12,104
<INCOME-PRETAX> 150,390
<INCOME-TAX> 57,543
<INCOME-CONTINUING> 92,389
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,389
<EPS-BASIC> 1.91
<EPS-DILUTED> 1.89
</TABLE>
