Yankee Holding Corp. - FORM 10-Q

Yankee Holding Corp. - FORM 10-Q - November 13, 2009

Attached files

Attached files

Yankee Holding Corp. Reports

file	filename
EX-31.2 - SECTION 302 CFO CERTIFICATION - Yankee Holding Corp.	dex312.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - Yankee Holding Corp.	dex322.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - Yankee Holding Corp.	dex311.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - Yankee Holding Corp.	dex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended: October 3, 2009

Commission File Number: 333-141699-05

YANKEE HOLDING CORP.

(Exact name of registrant as specified in its charter)

DELAWARE

20-8304743

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

16 YANKEE CANDLE WAY

SOUTH DEERFIELD, MASSACHUSETTS 01373

(Address of principal executive office and zip code)

(413) 665-8306

(Registrant’s telephone number, including area code)

Indicate by check mark whether 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 ¨ No x We are a voluntary filer of reports required of companies with public securities under Section 13 or 15(d) of the Securities Exchange Act of 1934, and we will have filed all reports which would have been required of us during the past 12 months had we been subject to such provisions.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 12, 09 there were 498,885 shares of Yankee Holding Corp. common stock, $.01 par value, outstanding, all of which are owned by YCC Holdings LLC.

YANKEE HOLDING CORP.

FORM 10-Q – Quarter Ended October 3, 2009

This Quarterly Report on Form 10-Q contains a number of forward-looking statements. Any statements contained herein, including without limitation statements to the effect that Yankee Holding Corp. and its subsidiaries (“Yankee Candle”, the “Company”, “we”, and “us”) or its management “believes”, “expects”, “anticipates”, “plans” and similar expressions, that relate to prospective events or developments should be considered forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, those set forth below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Operating Results” and those set forth under Item 1A-Risk Factors. Management undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents


		Page
Item
PART I. Financial Information
Item 1.	Financial Statements - Unaudited
	Condensed Consolidated Balance Sheets as of October 3, 2009 and January 3, 2009	3
	Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended October 3, 2009 and September 27, 2008	4
	Condensed Consolidated Statements of Operations for the Thirty-Nine Weeks Ended October 3, 2009 and September 27, 2008	5
	Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended October 3, 2009 and September 27, 2008	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4T.	Controls and Procedures	30
PART II. Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Submission of Matters to a Vote of Security Holders	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)


	October 3, 2009			January 3, 2009
ASSETS
CURRENT ASSETS:
Cash	$	5,570		$	130,577
Accounts receivable, net		62,679			39,153
Inventories		85,013			63,035
Prepaid expenses and other current assets		34,604			10,184
Deferred tax assets		14,087			12,869

TOTAL CURRENT ASSETS		201,953			255,818

PROPERTY AND EQUIPMENT-NET		129,009			138,222
MARKETABLE SECURITIES		1,078			540
GOODWILL		643,570			643,801
INTANGIBLE ASSETS		297,559			308,877
DEFERRED FINANCING COSTS		21,002			24,170
OTHER ASSETS		845			1,141

TOTAL ASSETS	$	1,295,016		$	1,372,569

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	26,465		$	22,812
Accrued payroll		12,082			7,741
Accrued interest		6,599			18,042
Accrued purchases of property and equipment		1,168			4,279
Other accrued liabilities		45,035			49,034
Current portion of long-term debt		—			37,650

TOTAL CURRENT LIABILITIES		91,349			139,558

DEFERRED COMPENSATION OBLIGATIONS		1,231			740
DEFERRED TAX LIABILITIES		83,189			75,905
LONG-TERM DEBT		1,126,853			1,145,475
DEFERRED RENT		10,855			10,810
OTHER LONG-TERM LIABILITIES		2,269			2,902
STOCKHOLDERS’ DEFICIT		(20,730	)		(2,821	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,295,016		$	1,372,569

See notes to condensed consolidated financial statements

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	Thirteen Weeks Ended October 3, 2009			Thirteen Weeks Ended September 27, 2008
Sales	$	168,748		$	176,198
Cost of sales		71,232			78,426

Gross profit		97,516			97,772
Selling expenses		48,291			47,044
General and administrative expenses		19,346			15,388
Restructuring charge		906			—

Operating income		28,973			35,340
Interest income		(1	)		(5	)
Interest expense		20,740			23,104
Other expense		5,929			40

Income from continuing operations before provision for income taxes		2,305			12,201
Provision for income taxes		1,045			4,117

Income from continuing operations		1,260			8,084
Loss from discontinued operations, net of income taxes		(1,995	)		(1,344	)

Net (loss) income	$	(735	)	$	6,740

See notes to condensed consolidated financial statements

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	Thirty-Nine Weeks Ended October 3, 2009			Thirty-Nine Weeks Ended September 27, 2008
Sales	$	406,819		$	434,017
Cost of sales		174,531			191,198

Gross profit		232,288			242,819
Selling expenses		139,634			140,076
General and administrative expenses		49,329			44,493
Restructuring charge		1,881			—

Operating income		41,444			58,250
Interest income		(12	)		(22	)
Interest expense		64,279			69,880
Gain on extinguishment of debt		—			(2,131	)
Other expense (income)		7,408			(107	)

Loss from continuing operations before benefit from income taxes		(30,231	)		(9,370	)
Benefit from income taxes		(13,100	)		(4,324	)

Loss from continuing operations		(17,131	)		(5,046	)
Loss from discontinued operations, net of income taxes		(7,614	)		(5,415	)

Net loss	$	(24,745	)	$	(10,461	)

See notes to condensed consolidated financial statements

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Thirty-Nine Weeks Ended October 3, 2009			Thirty-Nine Weeks Ended September 27, 2008
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss	$	(24,745	)	$	(10,461	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt		—			(2,131	)
Realized loss on derivative contracts		5,112			—
Depreciation and amortization		34,270			34,628
Unrealized (gain) loss on marketable securities		(174	)		105
Stock-based compensation expense		617			677
Deferred taxes		2,721			12,992
Non-cash restructuring charges		366			—
Loss on disposal and impairment of property and equipment		428			878
Investments in marketable securities		(430	)		(462	)
Changes in assets and liabilities:
Accounts receivable		(22,810	)		(21,940	)
Inventory		(21,003	)		(29,443	)
Prepaid expenses and other assets		(83	)		(2,252	)
Accounts payable		3,543			24,837
Income taxes		(27,314	)		(35,390	)
Accrued expenses and other liabilities		(4,092	)		(11,621	)

NET CASH USED IN OPERATING ACTIVITIES		(53,594	)		(39,583	)


CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment		(14,943	)		(14,206	)
Payment of contingent consideration on Aroma Naturals		—			(225	)

NET CASH USED IN INVESTING ACTIVITIES		(14,943	)		(14,431	)


CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		80			22
(Repayments) borrowings under Credit Facility		(56,272	)		74,495
Repurchase of common stock		(365	)		(126	)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(56,557	)		74,391

EFFECT OF EXCHANGE RATE CHANGES ON CASH		87			(99	)

NET (DECREASE) INCREASE IN CASH		(125,007	)		20,278
CASH, BEGINNING OF PERIOD		130,577			5,627

CASH, END OF PERIOD	$	5,570		$	25,905

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	72,193		$	69,302

Income taxes	$	6,600		$	14,962

Net decrease in accrued purchases of property and equipment	$	3,111		$	1,298

See notes to condensed consolidated financial statements

YANKEE HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

(Unaudited)

1. BASIS OF PRESENTATION

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

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 3, 2009 included in the Company’s Annual Report on Form 10-K. Unless otherwise indicated, all amounts are in thousands. The Company has assessed the impact of subsequent events through November 12, 2009, the date of the issuance of the condensed consolidated financial statements.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued the Accounting Standards Codification^TM, The Accounting Standards Codification^TM, or ASC became the single source of authoritative GAAP, recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective for interim and annual periods ending after September 15, 2009, the ASC superseded all then-existing non-SEC accounting and reporting standards. The ASC is a significant restructuring of accounting and reporting standards designed to simplify user access to all authoritative U.S. GAAP by providing the authoritative literature in a topically organized structure. All other nongrandfathered, non-SEC accounting literature not included in the ASC have become nonauthoritative. The Company adopted the ASC during the quarter ended October 3, 2009.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued guidance that defined fair value, established a framework for measuring fair value in GAAP and expanded disclosures about fair value measurements. The requirements of the new fair value guidance were first effective for the Company’s fiscal year beginning December 30, 2007 and interim periods within that fiscal year. In February 2008, the FASB deferred the application of this guidance to non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until the subsequent year. Accordingly, the Company’s adoption of this guidance on December 30, 2007 was limited to financial assets and liabilities, which primarily impacted the valuation of the Company’s derivative contracts. On January 4, 2009, in accordance with the deferral, the Company adopted this guidance with respect to its impact on non-financial assets and liabilities. The adoption of this fair value guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows. See Note 10, “Fair Value Measurements”, for additional information.

In March 2008, the FASB issued guidance that amended and expanded the disclosure requirements surrounding derivative instruments with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments and their impact on an entity’s financial position, financial performance and cash flows. The Company adopted the requirements of the derivative disclosure requirements on January 4, 2009. The adoption this guidance did not have a material impact on the Company’s financial condition, results of operations or cash flows. See Note 9, “Derivative Financial Instruments”, for the required disclosures.

In April 2009, the FASB issued guidance related to the disclosure requirements of the fair value of financial instruments. This guidance requires an entity to provide interim disclosures about the fair value of financial instruments during an interim period that were previously only required on an annual basis and to include disclosures related to the methods and significant assumptions used in estimating those instruments. The Company adopted the interim disclosure requirements during the second quarter of 2009. The Company’s adoption of this guidance related only to its disclosures regarding the fair value of the Company’s debt and did not have a material impact on the Company’s financial condition, results of operations or cash flows. See Note 10, “Fair Value Measurements”, for the required disclosures.

In April 2009, the FASB staff provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. Included within this issuance is guidance related to identifying circumstances that indicate a transaction is not orderly (i.e. a forced liquidation or distressed sale). Overall, this issuance provides guidance on how to determine the fair value of assets and liabilities in light of the current economic environment and reemphasizes that the objective of a fair value measurement remains the determination of an exit price. The Company adopted this guidance during the second quarter of 2009. There was no impact to the Company’s financial condition, results of operations or cash flows.

3. DISCONTINUED OPERATIONS

On July 14, 2009, the Board of Directors approved a decision to discontinue the Company’s Aroma Naturals division and explore different strategic alternatives, including a potential sale. As of October 3, 2009, certain assets associated with the Aroma Naturals division were reported as held for sale. Accordingly, the results of operations of the Aroma Naturals division, including impairment charges related to the write-off of its intangible assets and goodwill, lease and severance obligations are classified as discontinued operations for all periods presented. On October 21, 2009, the Company sold certain assets associated with the Aroma Naturals division for proceeds that were not material.

In addition, as of July 4, 2009, the Company had closed all of the Illuminations stores and discontinued the related Illuminations consumer direct business. Accordingly, the Company has classified the results of operations of the Illuminations division as discontinued operations for all periods presented. The operating results of the Illuminations and Aroma Naturals divisions, which have been presented as discontinued operations, are as follows:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Sales	$	138		$	4,863		$	9,483		$	15,413

Loss from discontinued operations	$	(3,277	)	$	(2,129	)	$	(12,508	)	$	(8,527	)
Benefit from income taxes		(1,282	)		(785	)		(4,894	)		(3,112	)

Loss from discontinued operations, net of income taxes	$	(1,995	)	$	(1,344	)	$	(7,614	)	$	(5,415	)

For the thirteen and thirty-nine weeks ended October 3, 2009, the loss from discontinued operations included restructuring charges of $1,725 and $8,438, respectively. See Note 4, “Restructuring Charges” for additional information. For the thirty-nine weeks ended September 27, 2008, the loss from discontinued operations included restructuring charges of $1,475. There were no restructuring charges included in discontinued operations for the thirteen weeks ended September 27, 2008.

The Aroma Naturals assets classified as held for sale as of October 3, 2009 were as follows:


	October 3, 2009
Inventories	$	176
Property and Equipment, net		370

Total assets held for sale	$	546

4. RESTRUCTURING CHARGES

On July 14, 2009, the Board of Directors approved a decision to discontinue the Company’s Aroma Naturals division and explore different strategic alternatives, including a potential sale. On October 21, 2009, the Company sold certain assets associated with the Aroma Naturals division and as of October 3, 2009, these assets were reported as held for sale. In conjunction with the decision to discontinue the Aroma Naturals division the Company performed an impairment analysis on the Aroma Naturals tradename, customer list and goodwill and determined that these assets were fully impaired. Accordingly, the results of operations of the Aroma Naturals division, including restructuring charges related to the write-off of its intangible assets and goodwill, lease and severance obligations are classified as discontinued operations for all periods presented.

During the fourth quarter of 2008, the Company initiated a restructuring plan involving the closing of the Company’s remaining 28 Illuminations retail stores and the discontinuance of the related Illuminations consumer direct business, the closing of one underperforming Yankee Candle retail store, and limited reductions in the Company’s corporate and administrative workforce. As of July 4, 2009, the Company had closed all of its Illuminations stores and had discontinued the Illuminations consumer direct business.

In connection with this restructuring plan, charges of $2,631 and $10,319 were recorded during the thirteen and thirty-nine weeks ended October 3, 2009, respectively. Included in the third quarter 2009 restructuring charge was $237 of occupancy related costs, primarily consisting of lease termination costs, $377 primarily related to employee severance costs, $1,182 related to the impairment of the Aroma Naturals customer list, tradename and goodwill and $835 of other costs associated with the restructuring of the business. Included in the thirty-nine weeks ended October 3, 2009 restructuring charge was $6,583 of occupancy related costs, primarily consisting of lease termination costs, $1,351 primarily related to employee severance costs, $1,182 related to the impairment of the Aroma Naturals customer list, tradename and goodwill and $1,203 of other costs associated with the restructuring of the business. Occupancy related non-cash adjustments represent the reversal and amortization of deferred rent as a result of the lease terminations.

The Company currently expects the total charge related to the restructuring plan to be approximately $23,000 to $25,000. As of October 3, 2009, the Company has incurred charges of $22,701, including $12,382 and $10,319 recorded during the fourth quarter of 2008 and the thirty-nine weeks ended October 3, 2009, respectively. As of October 3, 2009, the occupancy related accrual primarily relates to lease termination buyout agreements for the Illuminations retail stores. The lease related to the Illuminations corporate headquarters in Petaluma, California expires in March 2013. This lease will be paid through March 2013 unless the Company is able to structure a buyout agreement with the landlord.

The following is a summary of restructuring charge activity for the thirteen and thirty-nine weeks ended October 3, 2009:


	Accrued as of July 4, 2009		Thirteen Weeks Ended October 3, 2009								Accrued as of October 3, 2009
			Expense		Costs Paid			Non-Cash Adjustments
Occupancy related	$	4,715	$	237	$	(2,066	)	$	(61	)	$	2,825
Employee related		185		377		(195	)		—			367
Impairment of Aroma Naturals intangible assets and goodwill		—		1,182		—			(1,182	)		—
Other		65		835		(394	)		—			506

Total	$	4,965	$	2,631	$	(2,655	)	$	(1,243	)	$	3,698


	Accrued as of January 3, 2009		Thirty-Nine Weeks Ended October 3, 2009								Accrued as of October 3, 2009
			Expense		Costs Paid			Non-Cash Adjustments
Occupancy related	$	1,041	$	6,583	$	(5,649	)	$	850		$	2,825
Employee related		—		1,351		(984	)		—			367
Impairment of Aroma Naturals intangible assets and goodwill		—		1,182		—			(1,182	)		—
Other		25		1,203		(688	)		(34	)		506

Total	$	1,066	$	10,319	$	(7,321	)	$	(366	)	$	3,698

Restructuring related charges attributable to the Illuminations and Aroma Naturals divisions totaled $1,725 and $8,438 for the thirteen and the thirty-nine weeks ended October 3, 2009 and are included in discontinued operations. Restructuring related charges attributable to the closing of the one Yankee Candle retail store and the reductions in the corporate and administrative workforce totaled $906 and $1,881 for the thirteen and thirty-nine weeks ended October 3, 2009 and are included in continuing operations.

5. EQUITY-BASED COMPENSATION

As of October 3, 2009, shares outstanding were as follows:


	Class A Common Units		Class B Common Units		Class C Common Units
Outstanding at January 3, 2009	4,271,937		395,120		41,348
Granted	1,255		—		57,644
Forfeited	—		(19,103	)	(1,094	)
Repurchased	(4,468	)	(12,937	)	(235	)

Outstanding at October 3, 2009	4,268,724		363,080		97,663

Vested at October 3, 2009	4,268,724		192,874		19,930

A summary of the Company’s nonvested shares as of October 3, 2009, and the activity for the thirty-nine weeks ended October 3, 2009 is presented below:


	Class B Common Units		Weighted Average Calculated Value		Class C Common Units		Weighted Average Calculated Value
Nonvested at January 3, 2009	244,204		$	9.39	33,558		$	13.77
Granted	—			—	57,644		$	8.37
Forfeited	(19,103	)	$	9.39	(1,094	)	$	13.72
Vested	(54,895	)	$	9.39	(12,375	)	$	12.00

Nonvested at October 3, 2009	170,206		$	9.39	77,733		$	11.58

The total estimated fair value of equity awards vested during the thirty-nine weeks ended October 3, 2009 was $664. Stock-based compensation expense for the thirty-nine weeks ended October 3, 2009 and September 27, 2008 was $617 and $677, respectively.

As of October 3, 2009, there was approximately $2,433 of total unrecognized compensation cost related to Class B and Class C common unit equity awards and there is no unrecognized expense related to the Class A common unit equity awards. This cost is expected to be recognized over the remaining vesting period, of approximately 60 months (October 2009 to October 2014).

Presented below is a summary of assumptions for the indicated period.


Assumptions	Thirty-Nine Weeks Ended October 3, 2009			Thirty-Nine Weeks Ended September 27, 2008
Weighted average calculated value of awards granted	$	8.37		$	13.72
Weighted average volatility		38.6	%		29.1	%
Weighted average expected term (in years)		5.0			3.9
Dividend yield		—			—
Weighted average risk-free interest rate		2.2	%		2.2	%

With respect to the Class C common units, since the Company is no longer publicly traded, the Company based its estimate of expected volatility on the median historical volatility of a group of eight comparable public companies. The historical volatilities of the comparable companies were measured over a 5-year historical period. The expected term of the Class C common units granted represents the period of time that the units are expected to be outstanding and is assumed to be approximately 5 years based on management’s estimate of the time to a liquidity event. The Company does not expect to pay dividends, and accordingly, the dividend yield is zero. The risk free interest rate reflects a five-year period commensurate with the expected time to a liquidity event and was based on the U.S. Treasury yield curve.

6. INVENTORIES

The Company values its inventories on the first–in first–out (“FIFO”) basis. The components of inventories were as follows:


	October 3, 2009		January 3, 2009
Finished goods	$	77,222	$	54,939
Work-in-process		658		212
Raw materials and packaging		7,133		7,884

	$	85,013	$	63,035

7. INTANGIBLE ASSETS AND GOODWILL

The Company has determined that its tradenames have an indefinite useful life and, therefore, are not being amortized. Under the Intangibles Topic of the ASC, goodwill and indefinite lived intangible assets are not amortized but are subject to an annual impairment test.

Intangible Assets

The carrying amount and accumulated amortization of intangible assets consisted of the following:


	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Book Value
October 3, 2009
Indefinite life:
Tradenames	N/A	$	267,755	$	—		$	267,755

Finite-lived intangible assets:
Customer lists	5		63,666		(34,756	)		28,910
Favorable lease agreements	5		2,330		(1,443	)		887
Other	3		36		(29	)		7

Total finite-lived intangible assets			66,032		(36,228	)		29,804

Total intangible assets		$	333,787	$	(36,228	)	$	297,559


January 3, 2009
Indefinite life:
Tradenames	N/A	$	267,955	$	—		$	267,955

Finite-lived intangible assets:
Customer lists	5		65,218		(25,500	)		39,718
Favorable lease agreements	5		2,330		(1,138	)		1,192
Other	3		36		(24	)		12

Total finite-lived intangible assets			67,584		(26,662	)		40,922

Total intangible assets		$	335,539	$	(26,662	)	$	308,877

In conjunction with the decision to discontinue the Aroma Naturals division the Company performed an impairment analysis on the Aroma Naturals tradename, customer list and goodwill and determined that these assets were fully impaired. As a result, during the third quarter of 2009, the Company fully impaired and wrote-off of the Aroma Naturals tradename and customer list in the amounts of $200 and $751, respectively.

Total amortization expense from finite–lived intangible assets was $3,453 and $3,508 for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. Total amortization expense from finite–lived intangible assets was $10,415 and $10,470 for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively. The intangible assets are amortized on a straight line basis. Favorable lease agreements are amortized over the remaining lease term of each respective lease.

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:


	Retail		Wholesale			Consolidated
Balance at January 3, 2009	$	286,301	$	357,500		$	643,801
Impairment of Aroma Naturals		—		(231	)		(231	)

Balance at October 3, 2009	$	286,301	$	357,269		$	643,570

8. LONG-TERM DEBT

Long-term debt consisted of the following at October 3, 2009 and January 3, 2009:


	October 3, 2009		January 3, 2009
Senior secured revolving credit facility	$	45,454	$	70,000
Senior secured term loan facility		568,399		600,125
Senior notes due 2015		325,000		325,000
Senior subordinated notes due 2017		188,000		188,000

Total		1,126,853		1,183,125
Less current portion		—		37,650

Long-term debt	$	1,126,853	$	1,145,475

Senior Secured Credit Facility

The Company’s senior secured credit facility (the “Credit Facility”) consists of a $650,000 senior secured term loan facility (“Term Facility”) maturing on February 6, 2014 and a $125,000 senior secured revolving credit facility (“Revolving Facility”), which expires on February 6, 2013.

All borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Company’s option, (i) the higher of (a) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (b) the federal funds effective rate, plus one-half percent (0.50%) per annum or (ii) the Eurodollar rate, and resets periodically. In addition to paying interest on outstanding principal under the senior secured credit facility, the Company is required to pay a commitment fee to the lenders in respect of unutilized loan commitments at a rate of 0.50% per annum. As of October 3, 2009, the weighted average combined interest rate on the senior secured term loan facility and senior secured revolving credit facility was 2.25%. In April 2009, the Company repaid $31,726 of the Term Facility as a result of an excess cash flow covenant.

The Credit Facility contains a customary financial covenant which requires that the Company maintain at the end of each fiscal quarter, commencing with the quarter ended January 3, 2009 through the quarter ending October 3, 2009, a consolidated total secured debt (net of cash and cash equivalents not to exceed $30,000) to consolidated EBITDA ratio of no more than 4.00 to 1.00. The consolidated total secured debt to consolidated EBITDA ratio will step down to no more than 3.75 to 1.00 for the fourth quarter ending January 2, 2010. As of October 3, 2009, the Company’s actual secured leverage ratio was 3.42 to 1.00, as calculated in accordance with the Credit Facility. As of October 3, 2009, total secured debt was approximately $608,283 (net of $5,570 of cash). Under the Credit Facility, EBITDA is defined as net income plus, interest, taxes, depreciation and amortization, further adjusted to add back extraordinary, unusual or non-recurring losses, non-cash stock option expense, fees and expenses related to the Transaction, fees and expenses under the Management Agreement with our equity sponsor, restructuring charges or reserves, as well as other non-cash charges, expenses or losses, and further adjusted to subtract extraordinary, unusual or non-recurring gains, other non-cash income or gains, and certain cash contributions to our common equity.

As a result of concerns about the stability of the financial and credit markets and the strength of counterparties during this challenging global macroeconomic environment, many financial institutions have reduced, and in some instances ceased to provide, funding to borrowers. In the Company’s case, Lehman Commercial Paper, Inc. (“LCP”), one of the lenders under the Company’s $125,000 Revolving Facility declared bankruptcy in September 2008. LCP’s share of the Revolving Facility was 12% or $15,000 of the total funds available under the Revolving Facility. As a result of the bankruptcy, the Company’s ability to draw upon that portion of the Revolving Facility was reduced to $110,000. In August 2009, Barclays Capital purchased $5,000 of the LCP portion of the Revolving Facility, thereby increasing the Company’s total capacity from $110,000 to $115,000. As of October 3, 2009, the Company had outstanding letters of credit of $1,536 and $45,454 outstanding under the Revolving Facility, leaving $68,010 in availability under the Revolving Facility, excluding the $10,000 applicable to LCP. Effective September 28, 2009, the Company transferred the Administration Agency of our Revolving Facility from LCP to Bank of America N.A.

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company follows the guidance under the Derivatives and Hedging Topic of the ASC, which establishes accounting and reporting standards for derivative instruments. Specifically, the guidance requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders’ equity as accumulated other comprehensive income (loss) (OCI) or net income (loss) depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.

Interest Rate Swaps

The Company uses interest rate swaps to eliminate the variability of a portion of cash flows associated with the forecasted interest payments on its Term Facility. This is achieved through converting a portion of the floating rate Term Facility to a fixed rate by entering into pay-fixed interest rate swaps. During the second quarter of 2009 the Company changed the interest rate election on its Term Facility from the three-month LIBOR rate to the one-month LIBOR rate. As a result, the Company’s existing interest rate swaps were de-designated as cash flow hedges and the Company no longer accounts for these instruments using hedge accounting with changes in fair value recognized in the condensed consolidated statement of operations. The unrealized loss included in OCI on the date the Company changed its interest rate election is being amortized to other expense over the remaining term of the respective interest rate swap agreements.

Simultaneous with the de-designations, the Company entered into new interest rate swap agreements to further reduce the variability of cash flows associated with the forecasted interest payments on its Term Facility. These swaps are not designated as cash flow hedges and, are measured at fair value with changes in fair value recognized in the condensed consolidated statement of operations as a component of other income (expense).

As a result of these transactions, the Company effectively converted its Term Facility, which is floating-rate debt, to a blended fixed-rate up to the aggregate amortizing notional value of the swaps by having the Company pay fixed-rate amounts in exchange for the receipt of the floating-rate interest payments. As of October 3, 2009, the aggregate notional value of the swaps was $421,697, or 74.2% of our Term Facility, resulting in a blended fixed rate of 4.56%. The aggregate notional value amortizes over the life of the swaps. Under the terms of these agreements, a monthly net settlement is made for the difference between the average fixed rate and the variable rate based upon the one-month LIBOR rate on the aggregate notional amount of the interest rate swaps. These interest rate swap agreements terminate in March 2010 and 2011.

During the second and third quarters of 2009, the Company entered into forward starting, amortizing, interest rate swaps in the aggregate notional amount of $320,700 with a blended fixed rate of 3.49% to eliminate the variability in future interest payments by having the Company pay fixed-rate amounts in exchange for receipt of floating-rate interest payments. The effective date of the forward starting swaps is March 31, 2011, of which there are no settlements required until after that date. The forward starting swaps are not designated as cash flow hedges and, are measured at fair value with changes in fair value recognized in the condensed consolidated statement of operations as a component of other income (expense). The forward starting swap agreements terminate in March 2013.

Diesel Hedge Contract

In November 2008, the Company entered into an agreement with a financial institution to hedge a portion of its diesel fuel requirements. This agreement is based on diesel fuel consumed by independent freight carriers delivering the Company’s products. These carriers charge the Company a basic rate per mile that is subject to a fuel surcharge for diesel fuel price increases that they incur. The hedge agreement is designed to reduce the Company’s exposure to the volatility of diesel fuel pricing and the resulting fuel surcharges payable by the Company by setting a fixed price per gallon for the year. This diesel hedge is recorded at fair value with the changes in fair value recognized in the condensed consolidated statement of operations as a component of other income (expense).

The fair values of the Company’s derivative instruments as of October 3, 2009, were as follows:


	Fair Values of Derivative Instruments Asset Derivatives
	Balance Sheet Location	October 3, 2009
	Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Interest rate swaps	Prepaid expenses and other current assets		2,352

Total Derivative Assets		$	2,352


	Fair Values of Derivative Instruments Liability Derivatives
	Balance Sheet Location	October 3, 2009
	Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Interest rate swaps	Other accrued liabilities	$	22,633
Diesel hedge contract	Other accrued liabilities		83

Total Derivative Liabilities		$	22,716

The effect of derivative instruments on the condensed consolidated statement of operations for the thirty-nine weeks ended October 3, 2009, was as follows:


	Location of Realized Loss Recognized on Derivatives
Derivatives not designated as hedging instruments
Interest rate swaps	Other expense (income)	$	5,376
Diesel hedge contract	Other expense (income)		(264	)

Total		$	5,112


	Amount of Loss Recognized in OCI on Derivative (Effective Portion)		Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges
Interest rate swaps	$	4,538	Interest expense	$	3,727
			Other expense		6,819

Total	$	4,538		$	10,546

10. FAIR VALUE MEASUREMENTS

The Company follows the guidance prescribed by the Fair Value Measurements and Disclosures Topic of the ASC. The Fair Value Measurements and Disclosures Topic defines fair value and provides a consistent framework for measuring fair value under GAAP, including financial statement disclosure requirements. As specified under this Topic, valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions. The Fair Value Measurements and Disclosures Topic classifies these inputs into the following hierarchy:

Level 1 Inputs– Quoted prices for identical instruments in active markets.

Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs– Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of October 3, 2009:


	Fair Value Measurements on a Recurring Basis as of October 3, 2009
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	2,352	$	—	$	2,352
Marketable securities		1,078		—		—		1,078

Total Assets	$	1,078	$	2,352	$	—	$	3,430

Liabilities
Interest rate swaps	$	—	$	22,633	$	—	$	22,633
Diesel hedge contract		—		83		—		83

Total Liabilities	$	—	$	22,716	$	—	$	22,716

The Company holds marketable securities in its deferred compensation plan. The marketable securities consist of investments in mutual funds and are recorded at fair value based on third party quotes. The Company uses an income approach to value the asset and liability for its interest rate swaps using a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the reporting date such as the one month LIBOR curve and the creditworthiness of the Company and its counterparties. The fair value of the diesel hedge contract is based on home heating oil future prices for the duration of the contract. See Note 9, “Derivative Financial Instruments” for additional information on the interest rate swaps and diesel hedge contract.

The following table represents the fair values for the assets measured on a non-recurring basis as of October 3, 2009:


	Level 1		Level 2		Level 3		Total		Total Gains (Losses)
Assets
Aroma Naturals intangible assets and goodwill (1)	$	—	$	—	$	—	$	—	$	(1,182	)

Total Assets	$	—	$	—	$	—	$	—	$	(1,182	)

(1)

In conjunction with the decision to discontinue the Aroma Naturals division, the Company performed an impairment analysis on the Aroma Naturals tradename, customer list and goodwill and determined that these assets were fully impaired. As a result, during the third quarter of 2009, the Company fully impaired and wrote-off the Aroma Naturals tradename, customer list and goodwill. These charges are included in loss from discontinued operations, net of income taxes in the accompanying condensed consolidated statements of operations.

Financial Instruments Not Measured at Fair Value

The Company’s long-term debt is recorded at its carrying value. The Company estimates the fair value of its long-term debt based on current quoted market prices. At October 3, 2009, the Company’s senior notes, senior subordinated notes and Term Facility had a carrying value and fair value of $1,081,399 and $1,008,015, respectively. At January 3, 2009, the carrying value of the Company’s senior notes, senior subordinated notes and Term Facility was $1,113,125 compared to a fair value of $558,461. It is impracticable for the Company to estimate the fair value of its Revolving Facility.

11. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss), net of tax, is as follows:


	Thirteen Weeks Ended October 3, 2009			Thirteen Weeks Ended September 27, 2008			Thirty-Nine Weeks Ended October 3, 2009			Thirty-Nine Weeks Ended September 27, 2008
Net (loss) income	$	(735	)	$	6,740		$	(24,745	)	$	(10,461	)
Other comprehensive income (loss):
Currency translation adjustments		(268	)		(1,794	)		2,847			(1,732	)
Change in unrealized gain (loss) on interest rate swaps		3,113			(1,132	)		3,657			1,780

Other comprehensive income (loss)		2,845			(2,926	)		6,504			48

Comprehensive income (loss)	$	2,110		$	3,814		$	(18,241	)	$	(10,413	)

12. SEGMENTS OF ENTERPRISE AND RELATED INFORMATION

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

The CEO evaluates both its retail and wholesale operations based on an “operating earnings” measure. Such measure gives recognition to specifically identifiable operating costs such as cost of sales and selling expenses. Administrative charges are generally not allocated to specific operating segments and are accordingly reflected in the unallocated/corporate/other reconciliation to the total consolidated results. Other components of the condensed consolidated statements of operations, which are classified below operating income, are also not allocated by segments. The Company does not account for or report assets, capital expenditures or depreciation and amortization by segment to the CEO.

The following are the relevant data for the thirteen weeks ended October 3, 2009 and September 27, 2008 and the thirty-nine weeks ended October 3, 2009 and September 27, 2008:


Thirteen Weeks Ended October 3, 2009	Retail		Wholesale		Unallocated/ Corporate/ Other			Balance per Condensed Consolidated Statements of Operations
Sales	$	75,989	$	92,759	$	—		$	168,748
Gross profit		52,569		44,959		(12	)		97,516
Selling expenses		38,834		5,764		3,693			48,291
Operating income (loss)		13,735		39,195		(23,957	)		28,973
Other expense, net		—		—		(26,668	)		(26,668	)
Income from continuing operations before provision for income taxes		—		—		—			2,305


Thirteen Weeks Ended September 27, 2008	Retail		Wholesale		Unallocated/ Corporate /Other			Balance per Condensed Consolidated Statements of Operations
Sales	$	72,535	$	103,663	$	—		$	176,198
Gross profit		49,958		47,654		160			97,772
Selling expenses		37,302		5,644		4,098			47,044
Operating income (loss)		12,656		42,010		(19,326	)		35,340
Other expense, net		—		—		(23,139	)		(23,139	)
Income from continuing operations before provision for income taxes		—		—		—			12,201

Thirty-Nine Weeks Ended October 3, 2009	Retail		Wholesale		Unallocated/ Corporate/ Other			Balance per Condensed Consolidated Statements of Operations
Sales	$	208,673	$	198,146	$	—		$	406,819
Gross profit		138,883		93,388		17			232,288
Selling expenses		112,519		15,407		11,708			139,634
Operating income (loss)		26,364		77,981		(62,901	)		41,444
Other expense, net		—		—		(71,675	)		(71,675	)
Loss from continuing operations before benefit from income taxes		—		—		—			(30,231	)

Thirty-Nine Weeks Ended September 27, 2008	Retail		Wholesale		Unallocated/ Corporate/ Other			Balance per Condensed Consolidated Statements of Operations
Sales	$	207,556	$	226,461	$	—		$	434,017
Gross profit		137,214		105,184		421			242,819
Selling expenses		108,408		19,784		11,884			140,076
Operating income (loss)		28,806		85,400		(55,956	)		58,250
Other expense, net		—		—		(67,620	)		(67,620	)
Loss from continuing operations before benefit from income taxes		—		—		—			(9,370	)

Sales for the Company’s international operations, which are included in the wholesale segment for reporting purposes, were approximately $14,984 and $16,196 for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. For the thirty-nine weeks ended October 3, 2009 and September 27, 2008, sales for the Company’s international operations were approximately $35,463, and $36,332, respectively. Long lived assets of the Company’s international operations were approximately $1,395 and $976 as of October 3, 2009 and September 27, 2008, respectively.

13. COMMITMENTS AND CONTINGENCIES

In August 2009, in connection with the Linens ‘N Things bankruptcy proceedings, Linens Holding Co. and its affiliates (“Linens”) filed a lawsuit against the Company in United States Bankruptcy Court in the District of Delaware alleging that pursuant to the United States Bankruptcy Code Linens is entitled to recover from the Company the following amounts on the basis that they constitute “preferential transfers” under the Code: (i) approximately $5,500 in payments allegedly received by the Company from Linens during the 90-day period preceding the filing of the Linens bankruptcy cases in May 2008, (ii) approximately $1,500 in credits allegedly issued by Yankee Candle and redeemed by Linens during that 90-day period, and (iii) approximately $650 in credits allegedly issued by Yankee Candle but not yet redeemed by Linens. The Company has retained bankruptcy counsel and plans to vigorously defend this claim. The Company filed an Answer, including various affirmative defenses, in October 2009. Discovery has not yet commenced. While the Company believes it has a number of strong potential defenses to all or a significant portion of these claims, the Company cannot at this time predict with any degree of likelihood what the potential outcome of this matter may be, particularly due to the fact that discovery has not yet commenced. As of October 3, 2009, the Company did not record any amount related to these claims in its condensed consolidated statement of operations. If this matter were to be decided in a manner adverse to the Company, it could materially adversely impact the Company’s results of operations.

14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES

As discussed in Note 8 “Long-term Debt,” obligations under the senior notes are guaranteed on an unsecured senior basis and obligations under the senior subordinated notes are guaranteed on an unsecured senior subordinated basis by the Parent and 100% of the issuer’s existing and future domestic subsidiaries. The senior notes are fully and unconditionally guaranteed by all of our 100% owned U.S. subsidiaries (the “Guarantor Subsidiaries”) on a senior unsecured basis. These guarantees are joint and several obligations of the Guarantors. The foreign subsidiary does not guarantee these notes.

The following tables present condensed consolidating supplementary financial information for the issuer of the notes, the Parent, the issuer’s domestic guarantor subsidiaries and the non guarantor together with eliminations as of and for the periods indicated. The issuer’s parent company is also a guarantor of the notes. Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the Merger on February 6, 2007. Separate complete financial statements of the respective guarantors would not provide additional material information that would be useful in assessing the financial composition of the guarantors.

Condensed consolidating financial information is as follows:

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

October 3, 2009

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries		Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	—		$	2,170		$	1,781	$	1,619		$	—		$	5,570
Accounts receivable, net		—			53,443			84		9,152			—			62,679
Inventory		—			75,203			86		9,724			—			85,013
Prepaid expenses and other current assets		—			33,423			236		945			—			34,604
Deferred tax assets		—			14,087			—		—			—			14,087

TOTAL CURRENT ASSETS		—			178,326			2,187		21,440			—			201,953
PROPERTY AND EQUIPMENT, NET		—			127,555			59		1,395			—			129,009
MARKETABLE SECURITIES		—			1,078			—		—			—			1,078
GOODWILL		—			643,570			—		—			—			643,570
INTANGIBLE ASSETS		—			297,125			—		434			—			297,559
DEFERRED FINANCING COSTS		—			21,002			—		—			—			21,002
OTHER ASSETS		—			834			—		11			—			845
INTERCOMPANY RECEIVABLES		—			19,777			617		—			(20,394	)		—
INVESTMENT IN SUBSIDIARIES		(20,730	)		792			—		—			19,938			—

TOTAL ASSETS	$	(20,730	)	$	1,290,059		$	2,863	$	23,280		$	(456	)	$	1,295,016

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
EQUITY
CURRENT LIABILITIES:
Accounts payable	$	—		$	24,991		$	38	$	1,436		$	—		$	26,465
Accrued payroll		—			11,714			158		210			—			12,082
Accrued interest		—			6,599			—		—			—			6,599
Accrued purchases of property and equipment		—			1,168			—		—			—			1,168
Other accrued liabilities		—			42,016			1,312		1,707			—			45,035

TOTAL CURRENT LIABILITIES		—			86,488			1,508		3,353			—			91,349
DEFERRED COMPENSATION OBLIGATION		—			1,231			—		—			—			1,231
DEFERRED TAX LIABILITIES		—			83,093			96		—			—			83,189
LONG-TERM DEBT		—			1,126,853			—		—			—			1,126,853
DEFERRED RENT		—			10,855			—		—			—			10,855
OTHER LONG-TERM LIABILITIES		—			2,269			—		—			—			2,269
INTERCOMPANY PAYABLES		—			—			—		20,394			(20,394	)		—
STOCKHOLDERS’ (DEFICIT) EQUITY		(20,730	)		(20,730	)		1,259		(467	)		19,938			(20,730	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(20,730	)	$	1,290,059		$	2,863	$	23,280		$	(456	)	$	1,295,016

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

January 3, 2009

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary		Intercompany Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	—		$	128,037		$	2,147		$	393	$	—		$	130,577
Accounts receivable, net		—			31,356			783			7,014		—			39,153
Inventory		—			54,843			1,696			6,496		—			63,035
Prepaid expenses and other current assets		—			9,447			241			496		—			10,184
Deferred tax assets		—			12,581			288			—		—			12,869

TOTAL CURRENT ASSETS		—			236,264			5,155			14,399		—			255,818

PROPERTY AND EQUIPMENT, NET		—			136,724			621			877		—			138,222
MARKETABLE SECURITIES		—			540			—			—		—			540
GOODWILL		—			643,570			231			—		—			643,801
INTANGIBLE ASSETS		—			307,220			1,191			466		—			308,877
DEFERRED FINANCING COSTS		—			24,170			—			—		—			24,170
OTHER ASSETS		—			1,103			—			38		—			1,141
INTERCOMPANY RECEIVABLES		—			26,956			—			—		(26,956	)		—
INVESTMENT IN SUBSIDIARIES		(2,821	)		(9,173	)		—			—		11,994			—

TOTAL ASSETS	$	(2,821	)	$	1,367,374		$	7,198		$	15,780	$	(14,962	)	$	1,372,569

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

CURRENT LIABILITIES:
Accounts payable	$	—		$	21,445		$	290		$	1,077	$	—		$	22,812
Accrued payroll		—			7,495			27			219		—			7,741
Accrued interest		—			18,042			—			—		—			18,042
Accrued purchases of property and equipment		—			4,279			—			—		—			4,279
Other accrued liabilities		—			45,475			2,365			1,194		—			49,034
Current portion of long-term debt		—			37,650			—			—		—			37,650

TOTAL CURRENT LIABILITIES		—			134,386			2,682			2,490		—			139,558

DEFERRED COMPENSATION OBLIGATION		—			740			—			—		—			740

DEFERRED TAX LIABILITIES		—			75,905			—			—		—			75,905
LONG-TERM DEBT		—			1,145,475			—			—		—			1,145,475
DEFERRED RENT		—			10,787			23			—		—			10,810
OTHER LONG-TERM LIABILITIES		—			2,902			—			—		—			2,902
INTERCOMPANY PAYABLES		—			—			15,495			11,461		(26,956	)		—
STOCKHOLDERS’ (DEFICIT) EQUITY		(2,821	)		(2,821	)		(11,002	)		1,829		11,994			(2,821	)


TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,821	)	$	1,367,374		$	7,198		$	15,780	$	(14,962	)	$	1,372,569

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirteen Weeks Ended October 3, 2009

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
Sales	$	—		$	161,558		$	674		$	13,299		$	(6,783	)	$	168,748
Cost of sales		—			65,504			195			11,905			(6,372	)		71,232

Gross profit		—			96,054			479			1,394			(411	)		97,516
Selling expenses		—			45,100			485			2,767			(61	)		48,291
General and administrative expenses		—			19,299			—			—			47			19,346
Restructuring charge		—			906			—			—			—			906

Operating income (loss)		—			30,749			(6	)		(1,373	)		(397	)		28,973
Interest income		—			—			—			(1	)		—			(1	)
Interest expense		—			20,740			—			—			—			20,740
Other expense		—			5,627			—			302			—			5,929

Income (loss) from continuing operations before provision for (benefit from) income taxes		—			4,382			(6	)		(1,674	)		(397	)		2,305
Provision for (benefit from) income taxes		—			1,697			(3	)		(468	)		(181	)		1,045

Income (loss) from continuing operations		—			2,685			(3	)		(1,206	)		(216	)		1,260
Loss from discontinued operations, net of income taxes		—			(1,995	)		—			—			—			(1,995	)

Income (loss) before equity in (earnings of) losses of subsidiaries, net of tax		—			690			(3	)		(1,206	)		(216	)		(735	)
Equity in (earnings of) losses of subsidiaries, net of tax		735			1,209			—			—			(1,944	)		—

Net (loss) income	$	(735	)	$	(519	)	$	(3	)	$	(1,206	)	$	1,728		$	(735	)

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirteen Weeks Ended September 27, 2008

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
Sales	$	—		$	164,969		$	667		$	14,886		$	(4,324	)	$	176,198
Cost of sales		—			71,466			198			12,595			(5,833	)		78,426

Gross profit		—			93,503			469			2,291			1,509			97,772
Selling expenses		—			43,814			541			2,748			(59	)		47,044
General and administrative expenses		—			15,341			—			—			47			15,388

Operating income (loss)		—			34,348			(72	)		(457	)		1,521			35,340
Interest income		—			—			—			(5	)		—			(5	)
Interest expense		—			23,104			—			—			—			23,104
Other (income) expense		—			(24	)		—			64			—			40

Income (loss) from continuing operations before provision for (benefit from) income taxes		—			11,268			(72	)		(516	)		1,521			12,201

Provision for (benefit from) income taxes		—			3,786			(25	)		(147	)		503			4,117

Income (loss) from continuing operations		—			7,482			(47	)		(369	)		1,018			8,084
Loss from discontinued operations, net of income taxes		—			(1,368	)		24			—			—			(1,344	)

Income (loss) before equity in (earnings of) losses of subsidiaries, net of tax		—			6,114			(23	)		(369	)		1,018			6,740
Equity in (earnings of) losses of subsidiaries, net of tax		(6,740	)		392			—			—			6,348			—

Net income (loss)	$	6,740		$	5,722		$	(23	)	$	(369	)	$	(5,330	)	$	6,740

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirty-Nine Weeks Ended October 3, 2009

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
Sales	$	—		$	394,816		$	1,781		$	32,299		$	(22,077	)	$	406,819
Cost of sales		—			164,492			529			29,125			(19,615	)		174,531

Gross profit		—			230,324			1,252			3,174			(2,462	)		232,288
Selling expenses		—			131,061			1,464			7,289			(180	)		139,634
General and administrative expenses		—			49,180			—			—			149			49,329
Restructuring charge		—			1,881			—			—			—			1,881

Operating income (loss)		—			48,202			(212	)		(4,115	)		(2,431	)		41,444
Interest income		—			(3	)		—			(9	)		—			(12	)
Interest expense		—			64,279			—			—			—			64,279
Other income		—			5,048			—			2,360			—			7,408

Loss from continuing operations before benefit from income taxes		—			(21,122	)		(212	)		(6,466	)		(2,431	)		(30,231	)
Benefit from income taxes		—			(10,135	)		(102	)		(1,810	)		(1,053	)		(13,100	)

Loss from continuing operations		—			(10,987	)		(110	)		(4,656	)		(1,378	)		(17,131	)
Loss from discontinued operations, net of income taxes		—			(7,614	)		—			—			—			(7,614	)

Loss before equity in (earnings of) losses of subsidiaries, net of tax		—			(18,601	)		(110	)		(4,656	)		(1,378	)		(24,745	)
Equity in (earnings of) losses of subsidiaries, net of tax		24,745			4,766			—			—			(29,511	)		—

Net (loss) income	$	(24,745	)	$	(23,367	)	$	(110	)	$	(4,656	)	$	28,133		$	(24,745	)

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirty-Nine Weeks Ended September 27, 2008

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
Sales	$	—		$	415,789		$	1,880		$	33,268		$	(16,920	)	$	434,017
Cost of sales		—			178,593			548			27,112			(15,055	)		191,198

Gross profit		—			237,196			1,332			6,156			(1,865	)		242,819
Selling expenses		—			131,719			1,596			6,941			(180	)		140,076
General and administrative expenses		—			44,359			—			—			134			44,493

Operating income (loss)		—			61,118			(264	)		(785	)		(1,819	)		58,250
Interest income		—			—			—			(22	)		—			(22	)
Interest expense		—			69,880			—			—			—			69,880
Gain on extinguishment of debt		—			(2,131	)		—			—			—			(2,131	)
Other income		—			(83	)		—			(24	)		—			(107	)

Loss from continuing operations before benefit from income taxes		—			(6,548	)		(264	)		(739	)		(1,819	)		(9,370	)
Benefit from income taxes		—			(3,233	)		(124	)		(211	)		(756	)		(4,324	)

Loss from continuing operations		—			(3,315	)		(140	)		(528	)		(1,063	)		(5,046	)
Loss from discontinued operations, net of income taxes		—			(5,267	)		(148	)		—			—			(5,415	)

Loss before equity in (earnings of) losses of subsidiaries, net of tax		—			(8,582	)		(288	)		(528	)		(1,063	)		(10,461	)
Equity in (earnings of) losses of subsidiaries, net of tax		10,461			816			—			—			(11,277	)		—

Net (loss) income	$	(10,461	)	$	(9,398	)	$	(288	)	$	(528	)	$	10,214		$	(10,461	)

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Thirty-Nine Weeks Ended October 3, 2009

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
CASH FLOWS (USED IN ) PROVIDED BY OPERATING ACTIVITIES:
Net (loss) income	$	(24,745	)	$	(23,367	)	$	(110	)	$	(4,656	)	$	28,133		$	(24,745	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			33,968			15			287			—			34,270
Loss on derivative contracts		—			5,112			—			—			—			5,112
Unrealized gain on marketable securities		—			(174	)		—			—			—			(174	)
Stock based compensation expense		—			617			—			—			—			617
Deferred taxes		—			2,338			383			—			—			2,721
Non-cash adjustments related to restructuring		—			366			—			—			—			366
Loss on disposal and impairment of property and equipment		—			425			—			3			—			428
Investments in marketable securities		—			(430	)		—			—			—			(430	)
Equity in earnings of subsidiaries		24,745			4,766			—			(1,378	)		(28,133	)		—
Changes in assets and liabilities
Accounts receivable, net		—			(21,518	)		131			(1,423	)		—			(22,810	)
Inventory		—			(18,752	)		3			(2,254	)		—			(21,003	)
Prepaid expenses and other assets		—			338			(34	)		(387	)		—			(83	)
Accounts payable		—			3,274			18			251			—			3,543
Income Taxes		—			(27,314	)		—			—			—			(27,314	)
Accrued expenses and other liabilities		—			(5,770	)		(853	)		2,531			—			(4,092	)

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		—			(46,121	)		(447	)		(7,026	)		—			(53,594	)

CASH FLOWS USED IN INVESTING ACTIVITIES:		—
Purchase of property and equipment		—			(14,277	)		(2	)		(664	)		—			(14,943	)
Intercompany payables/receivables		—			(8,912	)		—			—			8,912			—

NET CASH USED IN INVESTING ACTIVITIES		—			(23,189	)		(2	)		(664	)		8,912			(14,943	)

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		—			80			—			—			—			80
Repayment under Credit Facility		—			(56,272	)		—			—			—			(56,272	)
Repurchase of common stock		—			(365	)		—			—			—			(365	)
Intercompany payables/receivables		—			—			83			8,829			(8,912	)		—

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		—			(56,557	)		83			8,829			(8,912	)		(56,557	)

EFFECT EXCHANGE RATE CHANGES ON CASH		—			—			—			87			—			87
NET (DECREASE) INCREASE IN CASH		—			(125,867	)		(366	)		1,226			—			(125,007	)

CASH, BEGINNING OF PERIOD		—			128,037			2,147			393			—			130,577

CASH, END OF PERIOD	$	—		$	2,170		$	1,781		$	1,619		$	—		$	5,570

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Thirty-Nine Weeks Ended September 27, 2008

(in thousands)


	Parent			Issuer of Notes			Guarantor Subsidiaries			Non Guarantor Subsidiary			Intercompany Eliminations			Consolidated
CASH FLOWS (USED IN ) PROVIDED BY OPERATING ACTIVITIES:
Net (loss) income	$	(10,461	)	$	(9,398	)	$	(288	)	$	(528	)	$	10,214		$	(10,461	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Gain on extinguishment of debt					(2,131	)											(2,131	)
Depreciation and amortization		—			33,997			427			204			—			34,628
Unrealized loss on marketable securities		—			105			—			—			—			105
Stock based compensation expense		—			677			—			—			—			677
Deferred taxes		—			12,543			449			—			—			12,992
Loss on disposal and impairment of property and equipment		—			878			—			—			—			878
Investments in marketable securities		—			(462	)		—			—			—			(462	)
Equity in earnings of subsidiaries		10,461			816			—			(1,063	)		(10,214	)		—
Changes in assets and liabilities:
Accounts receivable, net		—			(18,142	)		317			(4,115	)		—			(21,940	)
Inventory		—			(26,814	)		(329	)		(2,300	)		—			(29,443	)
Prepaid expenses and other assets		—			(1,716	)		(229	)		(307	)		—			(2,252	)
Accounts payable		—			24,266			79			492			—			24,837
Income taxes payable		—			(35,390	)		—			—			—			(35,390	)
Accrued expenses and other liabilities		—			(11,832	)		(1,035	)		1,246			—			(11,621	)

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		—			(32,603	)		(609	)		(6,371	)		—			(39,583	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment		—			(14,076	)		(18	)		(112	)		—			(14,206	)
Payment of contingent consideration on Aroma Naturals		—			—			(225	)		—			—			(225	)
Intercompany Payables / Receivables		—			(5,417	)					—			5,417			—

NET CASH USED IN INVESTING ACTIVITIES		—			(19,493	)		(243	)		(112	)		5,417			(14,431	)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Borrowings under Credit Facility		—			74,495			—			—			—			74,495
Repurchase of common stock		—			(126	)		—			—			—			(126	)
Net proceeds from issuance of common stock		—			22			—			—			—			22
Intercompany Payables / Receivables		—			—			225			5,192			(5,417	)		—

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		—			74,391			225			5,192			(5,417	)		74,391

EFFECT EXCHANGE RATE CHANGES ON CASH		—			—			—			(99	)		—			(99	)

NET INCREASE (DECREASE) IN CASH		—			22,295			(627	)		(1,390	)		—			20,278
CASH, BEGINNING OF PERIOD		—			1,316			2,341			1,970			—			5,627

CASH, END OF PERIOD	$	—		$	23,611		$	1,714		$	580		$	—		$	25,905

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Sales/receivables

We sell our products both directly to retail customers and through wholesale channels. Merchandise sales are recognized upon transfer of ownership, including passage of title to the customer and transfer of the risk of loss related to those goods. In our wholesale segment, products are shipped “free on board” shipping point; however revenue is recognized at the time the product is received for certain customers due to our practice of absorbing risk of loss in the event of damaged or lost shipments for those customers. In our retail segment, transfer of title takes place at the point of sale (i.e., at our retail stores). There are no situations, either in our wholesale or retail segments, where legal risk of loss does not transfer immediately upon receipt by our customers. Although we do not provide a contractual right of return, in the course of arriving at practical business solutions to various claims, we have allowed sales returns and allowances. In these situations, customer claims for credit or return due to damage, defect, shortage or other reason must be pre-approved by us before credit is issued or such product is accepted for return. Such returns have not precluded sales recognition because we have a long history with such returns, which we use in estimating a reserve. This reserve, however, is subject to change. In our wholesale segment, we have included a reserve in our financial statements representing our estimated obligation related to promotional marketing activities. In addition to returns, we bear credit risk relative to our wholesale customers. We have provided a reserve for bad debts in our financial statements based on our estimates of the creditworthiness of our customers. However, this reserve is also subject to change. Changes in these reserves would affect our operating results.

Other income statement accounts

Included within cost of sales on our consolidated statements of operations are the cost of the merchandise we sell through our retail and wholesale segments, inbound and outbound freight costs, the operational costs of our distribution facilities (which include receiving costs, inspection and warehousing costs and salaries) and expenses incurred by the Company’s merchandising and buying operations.

Included within selling expenses are costs directly related to both wholesale and retail operations and primarily consist of payroll, occupancy, advertising and other operating costs, as well as pre–opening costs, which are expensed as incurred.

Included within general and administrative expenses are costs associated with corporate overhead departments, including senior management, accounting, information systems, management incentive programs and bonus and costs that are not readily allocable to either the retail or wholesale segments.

Inventory

We write down our inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated market value, based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write–downs may be required. We value our inventory at the lower of cost or market on a first–in first–out (“FIFO”) basis. Fluctuations in inventory levels along with the cost of raw materials could impact the carrying value of our inventory. Changes in the carrying value of inventory could affect our operating results.

Derivative instruments

Income Taxes

We file income tax returns in the U.S. federal jurisdiction, various states, the United Kingdom and Germany. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and to what extent, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances. The provision for income taxes includes the impact of our reserve positions and changes to those reserves when appropriate. We also recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using expected tax rates in effect in the years in which the differences are expected to reverse.

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

Valuation of long-lived assets, including intangibles

Long-lived assets on our consolidated balance sheets consist primarily of property and equipment, customer lists, tradenames and goodwill. An intangible asset with a finite useful life is amortized; an intangible asset with an indefinite useful life is not amortized, but is evaluated annually for impairment. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, competition and other economic factors. We have determined that our tradenames have an indefinite useful life and, therefore, are not being amortized. We periodically review the carrying value of all of these assets. We undertake this review when facts and circumstances suggest that cash flows emanating from those assets may be diminished, and at least annually in the case of tradenames and goodwill.

For goodwill, the annual impairment evaluation compares the fair value of a reporting unit to its carrying value and consists of two steps. First, we determine the fair value of each of our reporting units and compare them to the corresponding carrying values. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with the requirements of the Business Combinations Topic of the ASC. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

We perform our impairment testing at the reporting unit level. We reviewed the applicable accounting provisions under the Intangibles—Goodwill and Other Topic of the ASC with respect to the criteria necessary to evaluate the number of reporting units that exist. We also considered the way the Company manages its operations and the nature of those operations. Based on our original review, we identified four reporting units: retail, wholesale, Aroma Naturals and Illuminations.

Fair values of the reporting units are derived through a combination of market-based and income-based approaches, each of which were weighted at 50% for the impairment test performed as of November 1, 2008. The market-based approach estimates fair value by applying multiples of potential earnings, such as EBITDA and revenue, of publicly traded comparable companies. We believe this approach is appropriate because it provides a fair value using multiples from companies with operations and economic characteristics similar to our reporting units. The income-based approach is based on projected future debt-free cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. We believe this approach is appropriate because it provides a fair value estimate based upon the reporting units expected long-term operations and cash flow performance. The income-based approach is based on a reporting unit’s future projections of operating results and cash flows. These projections are discounted to present value using a weighted average cost of capital for market participants, who are generally thought to be industry participants. The future projections are based on both past performance and the projections and assumptions used in our current operating plan. Such assumptions are subject to change as a result of changing economic and competitive conditions.

We initiated a restructuring plan during the fourth quarter of 2008 which led us to the determination that our Illuminations reporting unit was fully impaired. Based on the restructuring plans we determined that the Illuminations tradename had no fair value and during the fourth quarter ended January 3, 2009, we recorded an impairment charge of $4.5 million related to the write-off of the Illuminations tradename. During the second quarter of 2009, the Illuminations division was discontinued and all stores were closed.

In the fourth quarter of 2008, we incurred an impairment charge of $462.6 million. During the third quarter of 2009, in conjunction with the decision to discontinue the Aroma Naturals division the Company performed an impairment analysis on the Aroma Naturals tradename, customer list and goodwill and determined that these assets were fully impaired. As a result, during the third quarter of 2009, the Company fully impaired and wrote-off of the Aroma Naturals tradename, customer list and goodwill for a total impairment charge of $1.2 million. As of October 3, 2009, our two remaining reporting units were retail and wholesale. We could have additional charges in the future which would affect our earnings.

PERFORMANCE MEASURES

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

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

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

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

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

Wholesale Account Activity. The timing of new wholesale accounts may have an impact on our quarterly results due to the size of initial opening orders and promotional programs associated with the roll-out of orders. In addition, the loss of wholesale accounts may impact our quarterly results.

OVERVIEW

Recent Economic Environment

The macroeconomic environment continues to have a significant impact on consumer spending. Unemployment levels are high, consumer confidence levels remain depressed and credit markets remain challenging. These conditions point to consumption challenges for virtually all consumer facing companies including Yankee Candle. Our operations for the thirteen and thirty-nine weeks ended October 3, 2009 were significantly affected by these unprecedented macroeconomic conditions, as declining mall traffic and reduced consumer spending negatively impacted both our retail and wholesale businesses. During the remainder of 2009, we continue to expect that consumer spending will remain challenged.

General Business Information

We are the largest specialty branded premium scented candle company in the United States based on our annual sales and profitability. The strong brand equity of the Yankee Candle ^® brand, coupled with our vertically integrated multi-channel business model, have enabled us to be the market leader in the premium scented candle

market for many years. We design, develop, manufacture, and distribute the majority of the products we sell which allows us to offer distinctive, trend-appropriate products for every season, every customer, and every room in the home. We have a 40-year history of category leadership and growth by marketing Yankee Candle products as affordable luxuries, consumable products, and valued gifts. We offer the broadest assortment of highly scented candles, innovative home fragrance products, and candle related home décor accessories in a variety of compelling fragrances, colors, styles, and price points.

Candle products are the foundation of our business, and are available in a wide range of fragrances and colors across a variety of jar candles, Samplers ^® votive candles, Tarts ^® wax potpourri, pillars and other candle products, the vast majority of which are marketed under the Yankee Candle ^® brand. Our candles are moderately-priced and our variety ensures each customer can find Yankee Candle products appropriate for her lifestyle and budget. In addition to our core candle business, we successfully have extended the Yankee Candle brand into the growing home fragrance segment with a portfolio of innovative fragrance products for your home. Our assortment includes electric plug home fragrancers, decorative reed diffusers, room sprays, potpourri, and scented oils. Additionally, we offer products such as the Yankee Candle Car Jars ^® auto air fresheners to fragrance cars and small spaces. We also offer a wide array of coordinated candle related and home decor accessories in dozens of exclusive patterns, colors and styles, and numerous giftsets. In addition to our “everyday” product offerings, we also offer seasonally-appropriate fragrances, products, home décor accessories, and giftsets on a limited edition, seasonal basis. These themed temporary programs occur four times a year: Spring, Summer, Fall, and the Christmas/Holiday season.

We sell our products in multiple channels of distribution across dozens of countries. Our customer touchpoints include our own company-operated retail stores and our direct-to-consumer catalogs and e-commerce/web business, as well as a global network of both national account and independent specialty gift customers and channels. We have an extensive and growing national and international wholesale segment with a diverse customer base that as of October 3, 2009 consisted of approximately 19,100 locations in North America, typically in non-shopping mall locations. We also have a growing retail store base primarily located in shopping malls and lifestyle centers. As of October 3, 2009 we operated 495 Yankee Candle retail stores. We operate two flagship stores, a 90,000-square-foot store in South Deerfield, Massachusetts, which is a major tourist destination in Massachusetts, and a second 42,000-square-foot flagship store in Williamsburg, Virginia. We also sell our products directly to consumers through our direct mail catalogs and our Internet web site at www.yankeecandle.com. Outside of North America, we sell our products primarily through our subsidiary, Yankee Candle Company (Europe), LTD, which has an international wholesale customer network of approximately 3,500 store locations and distributors covering a combined 41countries.

Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. Our revenue and earnings are typically greater during our fiscal fourth quarter, which includes the majority of the holiday selling season.

Discontinued Operations

On October 21, 2009, the Company sold certain assets associated with its Aroma Naturals division. As of October 3, 2009, these assets were reported as held for sale. During the fourth quarter of 2008, the Company committed to an exit plan involving the closing of its Illuminations retail store division and the related Illuminations consumer direct business. As of July 4, 2009, the Company had closed all of the Illuminations stores and discontinued the related Illuminations consumer direct business. Accordingly, the results of operations of the Aroma Naturals and Illuminations divisions, including impairment charges related to the write-off of its intangible assets and goodwill, lease and severance obligations are classified as discontinued operations for all periods presented.

The Company decided to implement these exit plans based in part on the fact that the Illuminations and Aroma Naturals divisions were generating financial results below management’s expectations and as part of management’s ongoing efforts to reduce the Company’s cost structure, focus its resources primarily on its core Yankee Candle business, optimize the Company’s return on invested capital and increase its overall operating efficiency.

RESULTS OF OPERATIONS

The following table sets forth the various components of our condensed consolidated statements of operations, expressed as a percentage of sales, for the periods indicated that are used in connection with the discussion herein.


	Thirteen Weeks Ended October 3, 2009		Thirteen Weeks Ended September 27, 2008		Thirty-Nine Weeks Ended October 3, 2009		Thirty-Nine Weeks Ended September 27, 2008
Statements of Operations Data:
Sales:
Wholesale	55.0	%	58.8	%	48.7	%	52.2	%
Retail	45.0	%	41.2	%	51.3	%	47.8	%

Total net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	42.2	%	44.5	%	42.9	%	44.1	%

Gross profit	57.8	%	55.5	%	57.1	%	55.9	%
Selling expenses	28.6	%	26.7	%	34.3	%	32.3	%
General and administrative expenses	11.5	%	8.7	%	12.1	%	10.2	%
Restructuring charge	0.5	%	—	%	0.5	%	—	%

Operating income	17.2	%	20.0	%	10.2	%	13.4	%

Net other expense	15.8	%	13.1	%	17.6	%	15.6	%

Income (loss) from continuing operations before provision for (benefit) from income taxes	1.4	%	6.9	%	(7.4	)%	(2.2	)%
Provision for (benefit from) income taxes	0.6	%	2.3	%	(3.2	)%	(1.0	)%

Income (loss) from continuing operations	0.8	%	4.6	%	(4.2	)%	(1.2	)%
Loss from discontinued operations, net of taxes	(1.2	)%	(0.8	)%	(1.9	)%	(1.2	)%

Net (loss) income	(0.4	)%	3.8	%	(6.1	)%	(2.4	)%

The results of operations discussion that follows for the thirteen and the thirty-nine weeks ended October 3, 2009 versus the thirteen and thirty-nine weeks ended September 27, 2008, is for continuing operations only. The results of operations of the Aroma Naturals and the Illuminations divisions have been treated as discontinued operations for all periods presented and are not included in the discussion below.

Thirteen weeks ended October 3, 2009 versus the Thirteen weeks ended September 27, 2008

SALES

Sales decreased 4.2 % to $168.7 million for the thirteen weeks ended October 3, 2009 from $176.2 million for the thirteen weeks ended September 27, 2008.

Retail Sales

Retail sales increased 4.8% to $76.0 million for the thirteen weeks ended October 3, 2009 from $72.5 million for the thirteen weeks ended September 27, 2008. The increase in retail sales was primarily due to (i) increased sales attributable to the addition of 33 new Yankee Candle retail stores opened during 2009, which increased sales by approximately $4.4 million for the quarter, (ii) sales attributable to stores opened in 2008 that have not yet entered the comparable store base (which in 2008 were open for less than a full year) of approximately $2.4 million and (iii) increased sales in our Yankee Candle Fundraising division of $0.5 million. These increases were partially offset by the impact of the current economic environment which remains weakened due to high unemployment levels and depressed consumer confidence. This weakened economic environment contributed to decreased comparable store sales of approximately $3.8 million.

Comparable store and catalog and Internet sales for our Yankee Candle stores decreased 5.6% for the thirteen weeks ended October 3, 2009 compared to the thirteen weeks ended September 27, 2008. Yankee Candle comparable store sales for the thirteen weeks ended October 3, 2009 decreased 5.7% compared to the thirteen weeks ended September 27, 2008. Comparable store sales represent a comparison of sales during the corresponding fiscal periods on stores in our comparable stores sales base. A store first enters our comparable store sales base in the fourteenth fiscal month of operation. The decrease in comparable store sales was driven by a decrease in mall traffic due to the weakened economic environment and low consumer confidence. There were 448 stores included in the Yankee Candle comparable store base as of October 3, 2009 as compared to 417 stores included in the Yankee Candle comparable store base as of September 27, 2008, and 426 stores included in the Yankee Candle comparable store base as of January 3, 2009. There were 495 total retail stores open as of October 3, 2009, compared to 457 total retail stores open as of September 27, 2008, and 463 total retail stores open as of January 3, 2009. Permanently closed stores are excluded from the comparable store calculation beginning in the month in which the store closes.

Wholesale Sales

Wholesale sales, including European operations, decreased 10.5% to $92.8 million for the thirteen weeks ended October 3, 2009 from $103.7 million for the thirteen weeks ended September 27, 2008.

The decrease in wholesale sales was primarily due to decreased sales to domestic wholesale locations in operation prior to September 27, 2008 of approximately $16.1 million and decreased sales in our European operations of approximately $1.6 million, which were driven by changes in foreign currency. These decreased sales were partially offset by increased sales to domestic wholesale locations opened during the last 12 months of approximately $6.1 million and increased sales from new product ventures of $0.7 million. The decrease in wholesale sales was primarily driven by the loss of Linens ‘N Things due to its 2008 bankruptcy, the weakened economic environment which has resulted in continued tight inventory management by our wholesale customers and the absence this year of sales from the prior year quarter related to the third quarter 2008 test with Pier 1.

GROSS PROFIT

Gross profit is sales less cost of sales. Included within cost of sales are the cost of the merchandise we sell through our retail and wholesale segments, inbound and outbound freight costs, the operational costs of our distribution facilities, which include receiving costs, inspection and warehousing costs, and salaries and expenses incurred by the Company’s buying and merchandising operations.

Gross profit decreased 0.3% to $97.5 million for the thirteen weeks ended October 3, 2009 from $97.8 million for the thirteen weeks ended September 27, 2008. As a percentage of sales, gross profit increased to 57.8% for the thirteen weeks ended October 3, 2009 from 55.5% for the thirteen weeks ended September 27, 2008.

Retail Gross Profit

Retail gross profit dollars increased 5.2% to $52.6 million for the thirteen weeks ended October 3, 2009 from $50.0 million for the thirteen weeks ended September 27, 2008. The increase in gross profit dollars was primarily due to sales increases in our retail operations, which increased gross profit by approximately $4.9 million and decreased costs in our supply chain operations of approximately $1.7 million. The increases in gross profit dollars were offset in part by increased promotional and marketing activity of $4.1 million, driven by the highly promotional retail environment.

As a percentage of sales, retail gross profit increased slightly to 69.2% for the thirteen weeks ended October 3, 2009 from 69.0% for the thirteen weeks ended September 27, 2008. The increase in retail gross profit rate was impacted by increased productivity in supply chain operations of 2.2% partially offset by decreased profitability in our Yankee Candle Fundraising division of approximately 0.4% and increased marketing and promotional activity of 1.6%.

Wholesale Gross Profit

Wholesale gross profit dollars decreased 5.9% to $44.9 million for the thirteen weeks ended October 3, 2009 from $47.7 million for the thirteen weeks ended September 27, 2008. The decrease in wholesale gross profit dollars was attributable to sales decreases within our wholesale operations, which decreased gross profit by approximately $4.8 million and increased marketing and promotional activity of $1.4 million. These decreases to gross profit dollars were partially offset by decreased costs in our supply chain operations of approximately $3.5 million.

As a percentage of sales, wholesale gross profit increased to 48.5% for the thirteen weeks ended October 3, 2009 from 46.1% for the thirteen weeks ended September 27, 2008. The increase in wholesale gross profit rate was the result of the favorable impact of increased productivity in supply chain operations of 3.6%. The increased supply chain productivity was partially offset by decreased profitability in our new product ventures of 0.5% and increased promotional and marketing activity which caused a decrease in gross profit of 0.7%. The increased promotional activity is being driven by the highly promotional environment.

SELLING EXPENSES

Selling expenses increased 2.8% to $48.3 million for the thirteen weeks ended October 3, 2009 from $47.0 million for the thirteen weeks ended September 27, 2008. These expenses are related to both wholesale and retail operations and consist of payroll, occupancy, advertising and other operating costs, as well as pre-opening costs, which are expensed as incurred. As a percentage of sales, selling expenses were 28.6% and 26.7% for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively.

Retail Selling Expenses

Retail selling expenses increased 3.1% to $39.5 million for the thirteen weeks ended October 3, 2009 from $38.3 million for the thirteen weeks ended September 27, 2008. These expenses relate to payroll, occupancy, advertising and other store operating costs, as well as pre–opening costs, which are expensed as incurred. As a percentage of retail sales, retail selling expenses were 51.9% and 52.8% for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. The increase in retail selling expenses in dollars was primarily related to selling expenses incurred in the new Yankee Candle retail stores opened in 2009 and 2008, which together contributed approximately $2.7 million, offset in part by a decrease in marketing related expense driven primarily by a reduction in catalog circulation and promotional mailings.

The decrease in selling expenses as a percentage of sales was due to increased cost containment at the stores and a decrease in marketing related expenses partially offset by the de-leveraging of selling expenses as a result of decreased comparable store sales.

Wholesale Selling Expenses

Wholesale selling expenses were relatively flat with $8.8 million for the thirteen weeks ended October 3, 2009 and $8.7 million for the thirteen weeks ended September 27, 2008. These expenses relate to payroll, advertising and other operating costs. As a percentage of wholesale sales, wholesale selling expenses were 9.5% and 8.4% for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. The increase in selling expenses as a percentage of sales was the result of the de-leveraging of selling expenses over a smaller sales base in the current year.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, which consist primarily of personnel–related costs, including senior management, accounting, information systems, management incentive programs and costs that are not readily allocable to either the retail or wholesale operations, increased 25.3% to $19.3 million for the thirteen weeks ended October 3, 2009 from $15.4 million for the thirteen weeks ended September 27, 2008. As a percentage of sales, general and administrative expenses were 11.5% and 8.7% for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. The increase in general and administrative expense in dollars and as a percentage of sales was driven by an increase in the management incentive plan expense assuming a full payout in 2009 versus a partial payout in 2008 and increased medical insurance costs.

RESTRUCTURING CHARGE

On July 14, 2009, the Board of Directors approved a decision to discontinue the Company’s Aroma Naturals division and explore different strategic alternatives, including a potential sale. On October 21, 2009, the Company sold certain assets associated with the Aroma Naturals division and as of October 3, 2009, these assets were reported as held for sale. Accordingly, the results of operations of the Aroma Naturals division, including restructuring charges related to the write-off of its intangible assets and goodwill, lease and severance obligations are classified as discontinued operations for all periods presented.

In connection with this restructuring plan, charges of $2.6 million were recorded during the thirteen weeks ended October 3, 2009, respectively. Included in the third quarter 2009 restructuring charge was $0.2 million of occupancy related costs, primarily consisting of lease termination costs, $0.4 million primarily related to employee severance costs, $1.2 million related to the impairment of the Aroma Naturals customer list, tradename and goodwill and $0.8 million of other costs associated with the restructuring of the business.

The following is a summary of restructuring charges incurred during the thirteen weeks ended October 3, 2009 (in thousands):


	Accrued as of July 4, 2009		Thirteen Weeks Ended October 3, 2009								Accrued as of October 3, 2009
			Expense		Costs Paid			Non-Cash Adjustments
Occupancy related	$	4,715	$	237	$	(2,066	)	$	(61	)	$	2,825
Employee related		185		377		(195	)		—			367
Impairment of intangible assets and goodwill		—		1,182		—			(1,182	)		—
Other		65		835		(394	)		—			506


Total	$	4,965	$	2,631	$	(2,655	)	$	(1,243	)	$	3,698

OTHER EXPENSE, NET

Other expense, net was $26.7 million for the thirteen weeks ended October 3, 2009 compared to $23.1 million for the thirteen weeks ended September 27, 2008. The primary component of this expense was interest expense, which was $20.7 million and $23.1 million for the thirteen weeks ended October 3, 2009 and September 27, 2008, respectively. The decrease in interest expense was primarily due to a decrease in our average daily debt outstanding during the period coupled with a decrease in our borrowing rates.

During second quarter of 2009, our existing interest rate swaps were de-designated as cash flow hedges, thus precluding us from applying hedge accounting. Starting with the second quarter of 2009, changes in the fair value of our derivative contracts are recognized in the condensed consolidated statement of operations. During the thirteen weeks ended October 3, 2009, we recognized $5.7 million in other expense related to our derivative contracts.

PROVISION FOR INCOME TAXES

The provision for income taxes for the thirteen weeks ended October 3, 2009 was $1.0 million compared to $4.1 million for the thirteen weeks ended September 27, 2008. The effective tax rates for the thirteen weeks ended October 3, 2009 and September 27, 2008 were 45.3% and 33.7% respectively. The increase in the effective tax rate for the thirteen weeks ended October 3, 2009 compared to the thirteen weeks ended September 27, 2008 is primarily attributable to a change in our projected pre-tax income coupled with lower pre-tax income in the current year versus prior year, partially offset by favorable adjustment to reserves on uncertain tax positions in the current year.

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

On October 21, 2009, the Company sold certain assets associated with its Aroma Naturals division. In addition, as of July 4, 2009, the Company had closed all of the

Illuminations stores and discontinued the related Illuminations consumer direct business. We have classified the results of operations of the Illuminations and Aroma Naturals divisions as discontinued operations for all periods presented. The operating results of the Illuminations and Aroma Naturals divisions, which have been presented as discontinued operations, are as follows:


	Thirteen Weeks Ended
	October 3, 2009			September 27, 2008
Sales	$	138		$	4,863

Loss from discontinued operations	$	(3,277	)	$	(2,129	)
Income tax benefit		(1,282	)		(785	)

Loss from discontinued operations, net of income tax benefit	$	(1,995	)	$	(1,344	)

For the thirteen weeks ended October 3, 2009, the loss from discontinued operations includes restructuring charges of $1.7 million. There were no restructuring charges included in discontinued operations for the thirteen weeks ended September 27, 2008.

Thirty-nine weeks ended October 3, 2009 versus the Thirty-nine weeks ended September 27, 2008

SALES

Sales decreased 6.3% to $406.8 million for the thirty-nine weeks ended October 3, 2009 from $434.0 million for the thirty-nine weeks ended September 27, 2008.

Retail Sales

Retail sales increased 0.5% to $208.7 million for the thirty-nine weeks ended October 3, 2009 from $207.6 million for the thirty-nine weeks ended September 27, 2008. The increase in retail sales was driven by (i) the addition of 33 new Yankee Candle retail stores opened during 2009, which increased sales by approximately $6.6 million, (ii) increased sales attributable to stores opened in 2008 that have not entered the comparable store base (which in 2008 were open for less than a full year) of approximately $6.0 million and (iii) increased sales in our Yankee Candle Fundraising division of approximately $2.0 million. These increases were partially offset by the impact of the current economic environment which remains weakened due to high unemployment levels and depressed consumer confidence. This weakened economic environment contributed to decreased comparable store sales of approximately $11.4 million and decreased sales in our catalog and Internet division of approximately $2.1 million.

Comparable store and catalog and Internet sales for our Yankee Candle stores decreased 6.7% for the thirty-nine weeks ended October 3, 2009 compared to the thirty-nine weeks ended September 27, 2008. Yankee Candle comparable store sales for the thirty-nine weeks ended October 3, 2009 decreased 6.5% compared to the thirty-nine weeks ended September 27, 2008. Comparable store sales represent a comparison of sales during the corresponding fiscal periods on stores in our comparable stores sales base. A store first enters our comparable store sales base in the fourteenth fiscal month of operation. The decrease in comparable store sales was driven by a decrease in mall traffic due to the weakened economic environment. There were 448 stores included in the Yankee Candle comparable store base as of October 3, 2009 as compared to 417 stores included in the Yankee Candle comparable store base as of September 27, 2008, and 426 stores included in the Yankee Candle comparable store base as of January 3, 2009. There were 495 total retail stores open as of October 3, 2009, compared to 457 total retail stores open as of September 27, 2008, and 463 total retail stores open as of January 3, 2009. Permanently closed stores are excluded from the comparable store calculation beginning in the month in which the store closes.

Wholesale Sales

Wholesale sales, including European operations, decreased 12.5% to $198.1 million for the thirty-nine weeks ended October 3, 2009 from $226.5 million for the thirty-nine weeks ended September 27, 2008.

The decrease in wholesale sales was primarily due to decreased sales to domestic wholesale locations in operation prior to September 27, 2008 of approximately $40.0 million and decreased sales from our European operations of approximately $1.0 million. These sales decreases were partially offset by increased sales to domestic wholesale locations opened during the last 12 months of approximately $10.2 million and increased sales from new product ventures of $2.4 million. The decrease in wholesale sales was primarily due to the weakened economic environment which has resulted in continued tight inventory management by our wholesale customers and by the loss of Linens ‘N Things due to its 2008 bankruptcy.

GROSS PROFIT

Gross profit decreased 4.3% to $232.3 million for the thirty-nine weeks ended October 3, 2009 from $242.8 million for the thirty-nine weeks ended September 27, 2008. As a percentage of sales, gross profit increased to 57.1% for the thirty-nine weeks ended October 3, 2009 from 55.9% for the thirty-nine weeks ended September 27, 2008.

Retail Gross Profit

Retail gross profit dollars increased 1.1% to $138.9 million for the thirty-nine weeks ended October 3, 2009 from $137.4 million for the thirty-nine weeks ended September 27, 2008. The increase in gross profit dollars was primarily due to (i) the impact of price increases initiated on selected products during the first and third quarters of fiscal 2008 which, assuming no elasticity, contributed approximately $5.6 million, (ii) sales increases in our retail operations, which increased gross profit by approximately $4.1 million, (iii) decreased costs in our supply chain operations of approximately $3.4 million and (iv) increased profitability in our Yankee Candle Fundraising division of approximately $1.0 million. The increases in gross profit dollars were offset in part by increased marketing and promotional activity of $12.7 million, driven by the highly promotional retail environment.

As a percentage of sales, retail gross profit increased to 66.6% for the thirty-nine weeks ended October 3, 2009 from 66.2% for the thirty-nine weeks ended September 27, 2008. The increase in retail gross profit as a percentage of sales was impacted by increased productivity in our supply chain operations of approximately 1.5% and price increases initiated on selected products during the first and third quarters of fiscal 2008 which, assuming no elasticity, contributed an increase of approximately 0.9%. These increases were partially offset by increased marketing and promotional activity of 1.9%.

Wholesale Gross Profit

Wholesale gross profit dollars decreased 11.4% to $93.4 million for the thirty-nine weeks ended October 3, 2009 from $105.4 million for the thirty-nine weeks ended

September 27, 2008. The decrease in wholesale gross profit dollars was attributable to sales decreases within our wholesale operations, which decreased gross profit by approximately $14.2 million, increased marketing and promotional activity of $3.6 million and an unfavorable impact of approximately $1.1 million primarily related to a shift in our product mix to offprice channels. These decreases to gross profit dollars were partially offset by decreased costs in our supply chain operations of approximately $3.5 million, the impact of price increases initiated on selected products during the first and third quarters of fiscal 2008 which, assuming no elasticity, contributed approximately $3.4 million and increased profitability in our new product ventures of $0.1 million.

As a percentage of sales, wholesale gross profit increased to 47.1% for the thirty-nine weeks ended October 3, 2009 from 46.5% for the thirty-nine weeks ended September 27, 2008. The increase in wholesale gross profit as a percentage of sales was the result of increased productivity in our supply chain operations of 1.8% and the impact of price increases initiated on selected products during the first and third quarters of fiscal 2008 which, assuming no elasticity, contributed approximately 0.9%. The increases in gross profit as a percentage of sales were partially offset by increased marketing and promotional activity of 1.0%, decreased profitability of 0.6% primarily due to a shift in our product mix to offprice channels and decreased profitability in our new product ventures of 0.5%.

SELLING EXPENSES

Selling expenses decreased 0.4% to $139.6 million for the thirty-nine weeks ended October 3, 2009 from $140.1 million for the thirty-nine weeks ended September 27, 2008. These expenses are related to both wholesale and retail operations and consist of payroll, occupancy, advertising and other operating costs, as well as pre-opening costs, which are expensed as incurred. As a percentage of sales, selling expenses were 34.3% and 32.3% for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively.

Retail Selling Expenses

Retail selling expenses increased 3.5% to $115.0 million for the thirty-nine weeks ended October 3, 2009 from $111.1 million for the thirty-nine weeks ended September 27, 2008. These expenses relate to payroll, occupancy, advertising and other store operating costs, as well as pre–opening costs, which are expensed as incurred. As a percentage of retail sales, retail selling expenses were 55.1% and 53.5% for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively. The increase in retail selling expenses in dollars was primarily related to selling expenses incurred in the new Yankee Candle retail stores opened in 2009 and 2008, which together contributed approximately $7.6 million, offset in part by a decrease in marketing related expense driven primarily by a reduction in catalog circulation and promotional mailings.

The increase in selling expenses as a percentage of sales was primarily due to the de-leveraging of selling expenses as a result of decreased comparable store sales.

Wholesale Selling Expenses

Wholesale selling expenses decreased 15.2% to $24.6 million for the thirty-nine weeks ended October 3, 2009 from $29.0 million for the thirty-nine weeks ended September 27, 2008. These expenses relate to payroll, advertising and other operating costs. As a percentage of wholesale sales, wholesale selling expenses were 12.4% and 12.8% for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively. The decrease in selling expenses in dollars and rate was the result of the 2008 impairment of our outstanding pre-petition receivable balance with Linens ‘N Things of approximately $4.5 million or 2.0% of sales. Excluding the impact of the 2008 impairment of the Linens ‘N Things outstanding receivable, selling expense dollars were relatively flat and selling expense as a percentage of sales increased 1.6%. The increase in selling expenses as a percentage of sales was primarily due to the de-leveraging of selling expenses as a result of a smaller sales base in the current year.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, which consist primarily of personnel–related costs, including senior management, accounting, information systems, management incentive programs and costs that are not readily allocable to either the retail or wholesale operations increased 10.8% to $49.3 million for the thirty-nine weeks ended October 3, 2009 from $44.5 million for the thirty-nine weeks ended September 27, 2008. As a percentage of sales, general and administrative expenses were 12.1% and 10.3% for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively. The increase in general and administrative expense in dollars and as a percentage of sales was driven by an increase in the management incentive plan expense assuming a full payout in 2009 versus a partial payout in 2008 and increased medical insurance costs.

RESTRUCTURING CHARGE

On July 14, 2009, the Board of Directors approved a decision to discontinue the Company’s Aroma Naturals division and explore different strategic alternatives, including a potential sale. On October 21, 2009, the Company sold certain assets associated with its Aroma Naturals division and as of October 3, 2009, these assets were reported as held for sale. Accordingly, the results of operations of the Aroma Naturals division, including restructuring charges related to the write-off of its intangible assets and goodwill, lease and severance obligations are classified as discontinued operations for all periods presented.

In connection with this restructuring plan, charges of $10.3 million were recorded during the thirty-nine weeks ended October 3, 2009. Included in the thirty-nine weeks ended October 3, 2009 restructuring charge was $6.6 million of occupancy related costs, primarily consisting of lease termination costs, $1.4 million primarily related to employee severance costs, $1.2 million related to the impairment of the Aroma Naturals customer list, tradename and goodwill and $1.2 million of other costs associated with the restructuring of the business. Occupancy related non-cash adjustments represent the reversal and amortization of deferred rent as a result of the lease terminations.

The following is a summary of restructuring charges incurred during the thirty-nine weeks ended October 3, 2009 (in thousands):


	Accrued as of January 3, 2009		Thirty-Nine Weeks Ended October 3, 2009								Accrued as of October 3, 2009
			Expense		Costs Paid			Non-Cash Adjustments
Occupancy related	$	1,041	$	6,583	$	(5,649	)	$	850		$	2,825
Employee related		—		1,351		(984	)		—			367
Impairment of intangible assets and goodwill		—		1,182		—			(1,182	)		—
Other		25		1,203		(688	)		(34	)		506


Total	$	1,066	$	10,319	$	(7,321	)	$	(366	)	$	3,698

OTHER EXPENSE, NET

Other expense, net was $71.7 million for the thirty-nine weeks ended October 3, 2009 compared to $67.6 million for the thirty-nine weeks ended September 27, 2008. The primary component of this expense was interest expense, which was $64.3 million and $69.9 million for the thirty-nine weeks ended October 3, 2009 and September 27, 2008, respectively. The decrease in interest expense was primarily due to a decrease in our borrowing rates coupled with a decrease in our average daily debt outstanding during the period.

During the thirteen weeks ended July 4, 2009, our existing interest rate swaps were de-designated as cash flow hedges, thus precluding us from applying hedge accounting. Starting with the second quarter of 2009, changes in the fair value of our derivative contracts are recognized in the condensed consolidated statement of operations. During the thirty-nine weeks ended October 3, 2009 we recognized $5.1 million in other expense related to our derivative contracts. In addition, during the thirty-nine weeks ended September 27, 2008, we paid $9.5 million, plus accrued interest of $0.4 million to repurchase $12.0 million of our Senior Subordinated Notes in the open market. In connection with this early repurchase, we recorded a gain of $2.1 million in other income, net of deferred financing costs written off in the amount of $0.4 million. The repurchase was authorized by our Board of Directors pursuant to a resolution adopted on May 20, 2008.

BENEFIT FROM INCOME TAXES

The benefit from income taxes for the thirty-nine weeks ended October 3, 2009 was $13.1 million compared to $4.3 million for the thirty-nine weeks ended September 27, 2008. The effective tax rates for the thirty-nine weeks ended October 3, 2009 and September 27, 2008 were 43.3% and 46.1% respectively. The decrease in the effective tax rate for the thirty-nine weeks ended October 3, 2009 compared to the thirty-nine weeks ended September 27, 2008 is primarily attributable to a change in our projected pre-tax income coupled with lower pre-tax income in the current year versus prior year, partially offset by favorable adjustment to reserves on uncertain tax positions in the current year.

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

On October 21, 2009, the Company sold certain assets associated with its Aroma Naturals division. In addition, as of July 4, 2009, the Company had closed all of the Illuminations stores and discontinued the related Illuminations consumer direct business. We have classified the results of operations of the Illuminations and Aroma Naturals divisions as discontinued operations for all periods presented. The operating results of the Illuminations and Aroma Naturals divisions, which have been presented as discontinued operations, are as follows:


	Thirty-nine Weeks Ended
	October 3, 2009			September 27, 2008
Sales	$	9,483		$	15,413

Loss from discontinued operations	$	(12,508	)	$	(8,527	)
Income tax benefit		(4,894	)		(3,112	)

Loss from discontinued operations, net of income tax benefit	$	(7,614	)	$	(5,415	)

For the thirty-nine weeks ended October 3, 2009, the loss from discontinued operations included restructuring charges of $8.5 million. For the thirty-nine weeks ended September 27, 2008, the loss from discontinued operations included restructuring charges of $1.5 million.

LIQUIDITY AND CAPITAL RESOURCES

Senior Secured Credit Facility

Our senior secured credit facility (the “Credit Facility”) consists of a $650.0 million 7–year senior term loan facility (“Term Facility”) and a 6–year $125.0 million senior secured revolving credit facility (“Revolving Facility”). All borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Company’s option, (i) the higher of (x) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (y) the federal funds effective rate, plus one-half percent (0.50%) per annum or (ii) the Eurodollar rate, and resets periodically. In addition to paying interest on outstanding principal under the senior secured credit facility, the Company is required to pay a commitment fee to the lenders in respect of unutilized loan commitments at a rate of 0.50% per annum. The senior secured term loan facility matures on February 6, 2014 and the senior secured revolving credit facility matures on February 6, 2013.

As a result of concerns about the stability of the financial and credit markets and the strength of counterparties during this challenging global macroeconomic environment, many financial institutions have reduced, and in some instances ceased to provide, funding to borrowers. In our case, Lehman Commercial Paper, Inc. (“LCP”), one of the lenders under our $125.0 million Revolving Facility declared bankruptcy in September 2008. LCP’s share of the Revolving Facility was 12% or $15.0 million of the total funds available under our Revolving Facility. As a result of the bankruptcy, our ability to draw upon that portion of the Revolving Facility has been reduced. In August of 2009, Barclays Capital purchased $5.0 million of the LCP portion of the Revolving Facility, thereby increasing our total capacity from $110.0 million to $115.0 million. As of October 3, 2009, we had outstanding letters of credit of $1.5 million and $45.5 million outstanding under our Revolving Facility, leaving $68.0 million in availability under the Revolving Facility, excluding the $10.0 million applicable to LCP. Effective September 28, 2009, we transferred the Administration Agency of our Revolving Facility from LCP to Bank of America N.A. As of October 3, 2009, we were in compliance with all covenants under the Credit Facility. We believe that based on our current projections for fiscal 2009 that we will continue to be in compliance with our financial covenants during 2009.

We use interest rate swaps to eliminate the variability of a portion of cash flows associated with the forecasted interest payments on its Term Facility. This is achieved through converting a portion of the floating rate Term Facility to a fixed rate by entering into pay-fixed interest rate swaps. During the second quarter of 2009 we changed the interest rate election on its Term Facility from the three-month LIBOR rate to the one-month LIBOR rate. As a result, our existing interest rate swaps were de-designated as cash flow hedges and we no longer account for these instruments using hedge accounting with changes in fair value recognized in the condensed consolidated statement of operations. The unrealized loss included in OCI on the date we changed its interest rate election is being amortized to other expense over the remaining term of the respective interest rate swap agreements.

Simultaneous with the de-designations, we entered into new interest rate swap agreements to further reduce the variability of cash flows associated with the forecasted interest payments on our Term Facility. These swaps are not designated as cash flow hedges and, are measured at fair value with changes in fair value recognized in the condensed consolidated statement of operations as a component of other income (expense).

As a result of these transactions, we effectively converted our Term Facility, which is floating-rate debt, to a blended fixed-rate up to the aggregate amortizing notional value of the swaps by having the Company pay fixed-rate amounts in exchange for the receipt of the floating-rate interest payments. As of October 3, 2009, the aggregate notional value of the swaps was $421.7 million, or 74.2% of our Term Facility, resulting in a blended fixed rate of 4.56%. The aggregate notional value amortizes over the life of the swaps. Under the terms of these agreements, a monthly net settlement is made for the difference between the average fixed rate and the variable rate based upon the one-month LIBOR rate on the aggregate notional amount of the interest rate swaps. These interest rate swap agreements terminate in March 2010 and 2011.

During the second and third quarters of 2009, we entered into forward starting amortizing interest rate swaps in the aggregate notional amount of $320.7 million with a blended fixed rate of 3.49% to eliminate the variability in future interest payments by having the Company pay fixed-rate amounts in exchange for receipt of floating-rate interest payments. The effective date of the forward starting swaps is March 31, 2011, of which there are no settlements required until after that date. The forward starting swaps are not designated as cash flow hedges and, are measured at fair value with changes in fair value recognized in the condensed consolidated statement of operations as a component of other income (expense). The forward starting swap agreements terminate in March 2013.

All obligations under the Credit Facility are guaranteed by the Parent and each of the Company’s existing and future domestic subsidiaries. In addition, the senior secured credit facility is secured by first priority perfected liens on all of the Company’s capital stock and substantially all of the Company’s existing and future material assets and the existing and future material assets of the Company’s guarantors, except that only up to 66% of the voting capital stock of the first tier foreign subsidiaries and 100% of the non–voting capital stock of such foreign subsidiaries will be pledged in favor of the senior secured credit facility and each of the guarantor’s assets.

The Credit Facility permits all or any portion of the loans outstanding to be prepaid at any time and commitments to be terminated in whole or in part at our option without premium or penalty. The Company is required to repay amounts borrowed under the Term Facility in equal quarterly installments in an aggregate annual amount equal to one percent (1.0%) of the original principal amount of the Term Facility with the balance being payable on the maturity date of the Term Facility.

Subject to certain exceptions, the Credit Facility requires that 100% of the net proceeds from certain asset sales, casualty insurance, condemnations and debt issuances, and 50% (subject to step downs) from excess cash flow, as defined, for each fiscal year must be used to pay down outstanding borrowings. The calculation to determine if the Company has excess cash flow per the Credit Facility is prepared on an annual basis at the end of each fiscal year.

Consolidated Adjusted EBITDA Ratio

The Credit Facility contains a financial covenant which requires that we maintain at the end of each fiscal quarter, commencing with the quarter ended January 3, 2009 through the quarter ending October 3, 2009, a consolidated total secured debt (net of cash and cash equivalents not to exceed $30.0 million) to consolidated EBITDA ratio of no more than 4.00 to 1.00. The consolidated total secured debt to consolidated EBITDA ratio will step down to no more than 3.75 to 1.00 for the fourth quarter ending January 2, 2010. As of October 3, 2009, the Company’s actual secured leverage ratio was 3.42 to 1.00, as calculated in accordance with the Credit Facility. As of October 3, 2009, total secured debt was approximately $608.3 million (net of $5.6 million in cash). Under the Credit Facility, EBITDA is defined as net income plus, interest, taxes, depreciation and amortization, further adjusted to add back extraordinary, unusual or non-recurring losses, non-cash stock option expense, fees and expenses related to the Transaction, fees and expenses under the Management Agreement with our equity sponsor, restructuring charges or reserves, as well as other non-cash charges, expenses or losses, and further adjusted to subtract extraordinary, unusual or non-recurring gains, other non-cash income or gains, and certain cash contributions to our common equity. Set forth below is a reconciliation of Consolidated Adjusted EBITDA, as calculated under the Credit Facility, to EBITDA and net loss for the four quarters ended October 3, 2009 (in thousands):


Net loss	$	(423,611	)
Income tax benefit		(22,321	)
Interest expense, net (excluding amortization of deferred financing fees)		84,837
Depreciation and amortization		45,806

EBITDA		(315,289	)
Extraordinary, unusual or non-recurring charges		15,770
Equity-based compensation expense		833
Restructuring charges		2,274
Goodwill and intangible asset impairments		462,616
Fees paid pursuant to management agreement		1,500
Other non-cash expense		9,899

Consolidated Adjusted EBITDA under the Credit Facility	$	177,603

The Credit Facility also contains certain other limitations on the Company’s and certain of the Company’s restricted subsidiaries’, as defined in the credit agreement related to our Credit Facility, ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments or acquisitions, dispose of assets, make optional payments or modifications of other debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into sale and leaseback transactions, enter into arrangements that restrict the Company’s ability to pay dividends or grant liens and engage in transactions with affiliates.

The Consolidated Adjusted EBITDA ratio is a material component of the Credit Facility. Non-compliance with the maximum Consolidated Adjusted EBITDA ratio could prevent us from borrowing under our Revolving Facility and would result in a default under the credit agreement related to our Credit Facility. If there were an event of default under the credit agreement related to our Credit Facility that was not cured or waived, the lenders under our Credit Facility could cause all amounts outstanding under our Credit Facility to be due and payable immediately, which would have a material adverse effect on our financial position and cash flows.

Cash Flows and Funding of our Operations

The Company’s cash includes interest-bearing and non-interest bearing accounts. The Company maintains cash balances at several financial institutions. Cash as of October 3, 2009 was $5.6 million compared to $130.6 million as of January 3, 2009. Cash used in operating activities for the thirty-nine weeks ended October 3, 2009 was $53.6 million as compared to cash used in operations of $39.6 million for the thirty-nine weeks ended September 27, 2008. The increase in cash used in operations year over year is mostly due to the timing of interest payments based on calendar months versus fiscal months and cash payments for restructuring activities. Cash used in operating activities during the thirty-nine weeks ended October 3, 2009 includes total payments of $6.6 million of taxes, primarily related to fiscal 2008, and cash paid for interest of $72.2 million. Cash used in operating activities during the thirty-nine weeks ended September 27, 2008 includes total payments of $15.0 million of corporate income taxes related to fiscal 2007 and cash paid for interest of $69.3 million.

Net cash used in investing activities was $14.9 million for the thirty-nine weeks ended October 3, 2009 and was used for the purchase of property and equipment, primarily related to new stores. Net cash used by financing activities for the thirty-nine weeks ended October 3, 2009, was $56.6 million, of which $56.3 million is related to net payments under the Credit Facility.

We fund our operations through a combination of internally generated cash from operations and from borrowings under the Credit Facility. Our primary uses of cash are working capital requirements, new store expenditures, new store inventory purchases and debt service requirements. We anticipate that cash generated from operations together with amounts available under the Credit Facility will be sufficient to meet our future working capital requirements, new store expenditures, new store inventory purchases and debt service obligations as they become due over the next twelve months. However, our ability to fund future operating expenses and capital expenditures

and our ability to make scheduled payments of interest on, to pay principal on or refinance indebtedness and to satisfy any other present or future debt obligations will depend on future operating performance which will be affected by general economic, financial and other factors beyond our control. While we do not yet have sufficient visibility to the 2010 retail environment in advance of this important Holiday selling season, based upon current trends and our preliminary budget expectations we remain confident that for the foreseeable future we will have sufficient cash flow and liquidity to fund our working capital requirements and meet our debt service obligations. In addition, borrowings under our Credit Facility are dependent upon our continued compliance with the financial and other covenants contained therein.

Due to the seasonality of the business, we do not generate positive cash flow from operations through the first three quarters of our fiscal year. As such, we draw on the revolver portion of our Credit Facility during these times to fund operations. In the fourth quarter, these borrowings are typically repaid in full using cash generated from operations during the fourth quarter holiday season. We typically reach our peak borrowings of approximately $90.0 million during the latter part of the third quarter. However, due to the extreme disruption in the financial markets during the latter half of 2008 and the volatility of the economic environment as a whole, we strategically held our cash and did not repay our borrowings under our Revolving Facility as of January 3, 2009. We repaid $70.0 million in borrowings under our Revolving Facility during the first quarter of 2009.

We review and forecast our cash flow on a daily basis for the current year and on a quarterly basis for the upcoming year to ensure we have adequate liquidity to fund our business. We believe that we will, for the foreseeable future, be able to meet our debt service obligations, fund our working capital requirements, fund our capital expenditures and be in compliance with our covenants under our Credit Facility.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our market risks relate primarily to changes in interest rates. At October 3, 2009, we had $613.9 million of floating rate debt and $513.0 million of fixed rate debt. For fixed rate debt, interest rate changes affect the fair market value, but do not impact earnings or cash flows. Conversely for floating rate debt, interest rate changes do not affect the fair market value but do impact future earnings and cash flows, assuming other factors are held constant. The $613.9 million outstanding under our Credit Facility bears interest at variable rates. All borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Company’s option, (i) the higher of (a) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (b) the federal funds effective rate, plus one-half percent (0.50%) per annum or (ii) the Eurodollar rate, and resets periodically. As of October 3, 2009, the weighted average combined interest rate on the senior secured term loan facility and senior secured revolving credit facility was 2.25%. This Credit Facility is intended to fund operating needs. Because this Credit Facility bears a variable interest rate based on market indices, our results of operations and cash flows will be exposed to changes in interest rates. Based on October 3, 2009 borrowing levels, a 1.00% increase or decrease in current market interest rates would have the effect of causing an approximately $6.1 million additional annual pre–tax charge or credit to the statement of operations.

The variable nature of our obligations under the Credit Facility creates interest rate risk. In order to mitigate this risk we use interest rate swaps to eliminate the variability of a portion of cash flows associated with the forecasted interest payments on our Term Facility. This is achieved through converting a portion of the floating rate Term Facility to a fixed rate by entering into pay-fixed interest rate swaps. In essence, we convert our Term Facility, which is floating-rate debt, to a fixed-rate up to the aggregate notional value of the swaps by paying fixed-rate amounts in exchange for the receipt of floating-rate interest payments. As of October 3, 2009, the aggregate notional value of the swaps was $421.7 million, or 74.2% of our Term Facility, resulting in a blended fixed rate of 4.56%.

We buy a variety of raw materials for inclusion in our products. The only raw material that is considered to be of a commodity nature is wax. Wax is a petroleum based product. Its market price has not historically fluctuated with the movement of oil prices and has instead generally moved with inflation. However, in the past several years the price of wax has increased at a rate significantly above the rate of inflation. Future increases in wax prices could have an adverse affect on our cost of goods sold and could lower our margins.

Item 4T.

Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 3, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of October 3, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during the fiscal quarter ended October 3, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

In August 2009, in connection with the Linens ‘N Things bankruptcy proceedings, Linens Holding Co. and its affiliates (“Linens”) filed a lawsuit against the Company in United States Bankruptcy Court in the District of Delaware alleging that pursuant to the United States Bankruptcy Code Linens is entitled to recover from the Company the following amounts on the basis that they constitute “preferential transfers” under the Code: (i) approximately $5.5 million in payments allegedly received by the Company from Linens during the 90-day period preceding the filing of the Linens bankruptcy cases in May 2008, (ii) approximately $1.5 million in credits allegedly issued by Yankee Candle and redeemed by Linens during that 90-day period, and (iii) approximately $0.7 million in credits allegedly issued by Yankee Candle but not yet redeemed by Linens. The Company has retained bankruptcy counsel and plans to vigorously defend this claim. The Company filed an Answer, including various affirmative defenses, in October 2009. Discovery has not yet commenced. While the Company believes it has a number of strong potential defenses to all or a significant portion of these claims, the Company cannot at this time predict with any degree of likelihood what the potential outcome of this matter may be, particularly due to the fact that discovery has not yet commenced. As of October 3, 2009, the Company did not record any amount related to these claims in its consolidated statement of operations. If this matter were to be decided in a manner adverse to the Company, it could materially adversely impact the Company’s results of operations.

Item 1A.

Risk Factors

There are a number of factors that might cause our actual results to differ significantly from the results reflected by the forward-looking statements contained herein. In addition to factors generally affecting the political, economic and competitive conditions in the United States and abroad, such factors include those set forth below. Investors should consider the following factors before investing in our Company.

The current economic conditions and uncertain future outlook, including the credit and liquidity crisis in the financial markets and the continued deterioration in consumer confidence and spending, may continue to negatively impact our business and results of operations.

As widely reported, financial and credit markets in the United States and globally have been experiencing unprecedented levels of volatility and disruption in recent months, which has resulted in, among other things, severely diminished liquidity and credit availability and a widespread reduction in business activity and consumer spending and confidence. In 2008 and 2009, these economic conditions negatively impacted our business and our results of operations. Any continuation or deterioration in the current economic conditions, or any prolonged global, national or regional recession, may materially adversely affect our results of operations and financial condition.

These economic developments affect businesses such as ours in a number of ways. The current adverse market conditions, including the tightening of credit in financial markets, negatively impacts the discretionary spending of our consumers and may result in a decrease in sales or demand for our products. Similarly, these conditions may negatively impact the financial and operating condition of our wholesale customer base, or their ability to obtain credit, either of which in turn could cause them to reduce or delay their purchases of our products and increase our exposure to losses from bad debts. Similarly, these conditions could also increase the likelihood that one or more of our wholesale customers may file for bankruptcy or similar protection from creditors, which also may result in a loss of sales and increase our exposure to bad debt.

From a financing perspective, we believe that we currently have sufficient liquidity to support the ongoing activities of our business, service our existing debt and invest in future growth opportunities. While the existing conditions have therefore not currently impacted our ability to finance our operations, the continuation or deterioration of the unprecedented instability and tightening of the credit markets may adversely affect our ability to access the credit market and to obtain any additional financing or refinancing on satisfactory terms or at all.

We are unable to predict the likely duration and severity of the ongoing disruption in financial markets and adverse economic conditions in the United States and other countries, nor are we able to predict the long-term impact of these conditions on our operations.

Counterparties to our secured credit facility and interest rate swaps may not be able to fulfill their obligations due to disruptions in the global financial and credit markets.

As a result of concerns about the stability of the financial and credit markets and the strength of counterparties during this challenging global macroeconomic environment, many financial institutions have reduced, and in some instances ceased to provide, funding to borrowers. In our case, Lehman Commercial Paper, Inc. (“LCP”), one of the lenders under our $125.0 million Revolving Facility declared bankruptcy in September 2008. LCP’s share of the Revolving Facility was 12% or $15.0 million of the total funds available to us under the Revolving Facility. As a result of the bankruptcy, our ability to draw upon that portion of the Revolving Facility has been reduced. To date, we have not secured substitute financing. If we are unable to secure additional or substitute funding from other parties, our Revolving Facility would be effectively reduced from $125.0 million to $110.0 million. In August of 2009, Barclays Capital purchased $5.0 million of the LCP portion of the Revolving Facility, thereby increasing our total capacity from $110.0 million to $115.0 million. Based upon information available to us, we have no indication that other financial institutions syndicated under our Revolving Facility would be unable to fulfill their commitments to us. However, if additional counterparties were to become unable to fulfill those obligations, that may adversely affect our results of operations, financial condition and liquidity.

Additionally, we have entered into interest rate swap agreements to hedge the variability of interest payments associated with our Credit Facility. We may be exposed to losses in the event of nonperformance by counterparties on these instruments. Continued turbulence is the global credit markets and the U.S. economy may adversely affect our results of operations and financial condition.

We have been required to recognize a pre-tax, non-cash impairment charge related to goodwill and other intangible assets, and we may be required to recognize additional impairment charges against goodwill or intangible assets in the future.

At October 3, 2009, the net carrying value of our goodwill and intangible assets totaled approximately $643.6 million and $297.6 million respectively. Our amortizing intangible assets are subject to impairment testing in accordance with the Property Plant and Equipment Topic of the ASC, and our non-amortizing goodwill and tradenames are subject to impairment tests in accordance with the Intangibles—Goodwill and Other Topic of the ASC. We review the carrying value of our intangible assets and goodwill for impairment whenever events or circumstances indicate that their carrying value may not be recoverable, at least annually for our goodwill and tradnames. Significant negative industry or economic trends, including disruptions to our business, unexpected significant changes or planned changes in the use of our intangible assets, and mergers and acquisitions could result in an impairment charge for any of our intangible assets, goodwill or other long-lived assets. We completed our 2008 annual impairment testing of goodwill and indefinite-lived intangible assets as of November 1, 2008. As a result of these analyses we recorded impairment charges of $375.2 million and $87.4 million related to our goodwill and tradenames, respectively during the fourth quarter ended January 3, 2009.

During the third quarter of 2009, in conjunction with the decision to discontinue the Aroma Naturals division the Company performed an impairment analysis on the Aroma Naturals tradename, customer list and goodwill and determined that these assets were fully impaired. As a result, during the third quarter of 2009, the Company fully impaired and wrote-off of the Aroma Naturals tradename, customer list and goodwill for a total impairment charge of $1.2 million.

In the impairment analyses we used certain estimates and assumptions, including a combination of market-based and income-based approaches, each of which were weighted at 50% for the impairment test performed as of November 1, 2008. The market-based approach estimates fair value by applying multiples of potential earnings, such as EBITDA and revenue, of publicly traded comparable companies. We believe this approach is appropriate because it provides a fair value using multiples from companies with operations and economic characteristics similar to our reporting units. The income-based approach is based on projected future debt-free cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. We believe this approach is appropriate because it provides a fair value estimate based upon the reporting units expected long-term operations and cash flow performance. The income-based approach is based on future projections of operating results and cash flows. These projections are discounted to present value using a weighted average cost of capital for market participants, who are generally thought to be industry participants. The future projections are based on both past performance and the projections and assumptions used in our current operating plan. Such assumptions are subject to change as a result of changing economic and competitive conditions and could result in additional impairment charges. Further, if the economic market conditions continue to worsen and our estimated future discounted cash flows decrease further we may incur additional impairment charges. Additional impairment charges related to our goodwill, tradenames or other intangible assets could have a significant impact on our financial position and results of operations.

Our substantial indebtedness could have a material adverse effect on our financial condition and operations.

After giving effect to the Merger and related use of proceeds, we have a substantial amount of debt, which requires significant interest and principal payments. Subject to

the limits contained in the indentures governing our senior notes and our senior subordinated notes and our senior secured credit facility, we may be able to incur additional debt from time to time, including drawing on our senior secured revolving credit facility, to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our business associated with our high level of debt could intensify. Specifically, our high level of debt could have important consequences to the holders of the notes, including the following:

•

making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;

•

requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries’ debt, which would reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;

•

placing us at a competitive disadvantage compared to any of our less leveraged competitors;

•

increasing our vulnerability to both general and industry–specific adverse economic conditions; and

•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

We and/or our subsidiaries may be able to incur substantial additional debt in the future in addition to our notes and our senior secured credit facility. The addition of further debt to our current debt levels could intensify the leverage–related risks that we now face.

Our debt agreements contain restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with these covenants could result in an acceleration of our repayment terms.

The credit agreement governing our senior secured credit facility and the indentures governing our notes contain, and agreements governing future debt issuances may contain, covenants that restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions or to engage in other transactions or business activities that may be important to our growth strategy or otherwise important to us. The credit agreement and the indentures restrict, among other things, our ability and the ability of our subsidiaries to:

•

incur additional debt;

•

pay dividends or make other distributions on our capital stock or repurchase our capital stock or subordinated indebtedness;

•

make investments or other specified restricted payments;

•

create liens;

•

sell assets and subsidiary stock;

•

enter into transactions with affiliates; and

•

enter into mergers, consolidations and sales of substantially all assets.

In addition, the credit agreement related to our senior secured credit facility requires us to satisfy a senior secured leverage ratio and to repay outstanding borrowings under such facility with proceeds we receive from certain sales of property or assets and specified future debt offerings. We cannot assure you that we will be able to maintain compliance with such covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

Any breach of the covenants in the credit agreement or the indentures could result in a default of the obligations under such debt and cause a default under other debt. If there were an event of default under the credit agreement related to our senior secured credit facility that was not cured or waived, the lenders under our senior secured credit facility could cause all amounts outstanding with respect to the borrowings under our senior secured credit facility to be due and payable immediately. Our assets and cash flow may not be sufficient to fully repay borrowings under our senior secured credit facility and our obligations under the notes if accelerated upon an event of default. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our senior secured credit facility, the lenders under our senior secured credit facility could institute foreclosure proceedings against the assets securing borrowings under our senior secured credit facility.

We may not be able to generate sufficient cash flows to meet our debt service obligations.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures depends on our ability to generate cash from our future operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from operations, or future borrowings under our senior secured credit facility, or from other sources, may not be available to us in an amount sufficient, to enable us to repay our indebtedness or to fund our other liquidity needs, including capital expenditure requirements. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments or alliances. Our senior secured credit facility and the indentures governing the notes restrict our ability to sell assets and use the proceeds from such sales. Additionally, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, it could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.

The interests of our controlling stockholders may conflict with the interests of the noteholders.

Private equity funds managed by Madison Dearborn indirectly own substantially all of our common stock. The interests of these funds as equity holders may conflict with the interests of the noteholders. The controlling stockholders may have an incentive to increase the value of their investment or cause us to distribute funds to the detriment of our financial condition and affect our ability to make payments on the outstanding notes. In addition, these funds have the power to elect a majority of our Board of Directors and appoint new officers and management and, therefore, effectively control many other major decisions regarding our operations. Three of our directors are employed by Madison Dearborn. Additionally, our controlling stockholders are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our controlling stockholders may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

If we fail to grow our business as planned, our future operating results may suffer. It will be difficult to maintain our historical growth rates.

We intend to continue to pursue a long-term business strategy of increasing sales and earnings by expanding our retail and wholesale operations both in the United States and internationally. However, our ability to grow these businesses in the short-term, including during 2009, may be negatively impacted by the current economic conditions. Our ability to implement our long-term growth strategy successfully will also be dependent in part on several factors beyond our control, including consumer

preferences, and the competitive environment in the markets in which we compete, and we may not be able to achieve our planned growth or sustain our financial performance. Our ability to anticipate changes in the candle, home fragrance and giftware industries, and identify industry trends, will be critical factors in our ability to remain competitive.

We expect that it will become more difficult to maintain our historical growth rate, which could negatively impact our operating margins and results of operations. New stores typically generate lower operating margin contributions than mature stores because fixed costs, as a percentage of sales, are higher and because pre-opening costs are fully expensed in the year of opening. In addition, our retail sales generate lower margins than our wholesale sales. Over the past several years, our wholesale business has grown by increasing sales to existing customers and by adding new customers. If we are not able to continue this, our sales and profitability could be adversely affected. In addition, as we expand our wholesale business into new channels of trade that we believe to be appropriate, sales in some of these new channels may, for competitive reasons within the channels, generate lower margins than do our existing wholesale sales. Similarly, as we continue to broaden our product offerings in order to meet consumer demand, we may do so in part by adding products that have lower product margins than those of our core candle products.

We may be unable to continue to open new stores successfully.

Our retail strategy depends in large part on our ability to successfully open new stores in both existing and new geographic markets. For our strategy to be successful, we must identify and lease favorable store sites on favorable economic terms, hire and train managers and associates and adapt management and operational systems to meet the needs of our expanded operations. These tasks may be difficult to accomplish successfully and any changes in the availability of suitable real estate locations on acceptable terms could adversely impact our retail growth. If we are unable to open new stores as quickly as planned, then our future sales and profits could be materially adversely affected. Even if we succeed in opening new stores, these new stores may not achieve the same sales or profit levels as our existing stores. Also, our retail strategy includes opening new stores in markets where we already have a presence so we can take advantage of economies of scale in marketing, distribution and supervision costs, or the opening of new malls or centers in the market. However, these new stores may result in the loss of sales in existing stores in nearby areas, thereby negatively impacting our comparable store sales. A decrease in our retail comparable store sales will have an adverse impact on our cash flows and earnings. This is due to the fact that a significant portion of our expenses are comprised of fixed costs, such as lease payments, and our ability to decrease expenses in response to negative comparable store sales is limited in the short term. If comparable store sales decline it will negatively impact earnings. Our retail strategy also depends upon our ability to successfully renew the expiring leases of our profitable existing stores. If we are unable to do so at planned levels and upon favorable economic terms, then our future sales and profits could be negatively affected.

We face significant competition in the giftware industry. This competition could cause our revenues or margins to fall short of expectations which could adversely affect our future operating results, financial condition and liquidity and our ability to continue to grow our business.

We compete generally for the disposable income of consumers with other producers and retailers in the giftware industry. The giftware industry is highly competitive with a large number of both large and small participants and relatively low barriers to entry.

Our products compete with other scented and unscented candle, home fragrance and personal care products and with other gifts within a comparable price range, like boxes of candy, flowers, wine, fine soap and related merchandise. Our retail stores compete primarily with specialty candle retailers and a variety of other retailers including department stores, gift stores and national specialty retailers that carry candles along with personal care items, giftware and houseware. In addition, while we focus primarily on the premium scented candle segment, scented and unscented candles are also sold outside of that segment by a variety of retailers, including mass merchandisers. In our wholesale business, we compete with numerous manufacturers and importers of candles, home fragrance products and other home decor and gift items for the limited space available in our wholesale customer locations for the display and sale of such products to consumers. Some of our competitors are part of large, diversified companies which have greater financial resources and a wider range of product offerings than we do. Many of our competitors source their products from low cost manufacturers outside of the United States. This competitive environment could adversely affect our future revenues and profits, financial condition and liquidity and our ability to continue to grow our business.

A material decline in consumers’ discretionary income could cause our sales and income to decline.

Our results depend on consumer spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience declines in sales during periods of significant economic volatility and disruption such as the one we are currently experiencing, or during other economic downturns or periods of uncertainty like that which followed the September 11, 2001 terrorist attacks on the United States or which result from the threat of war or the possibility of further terrorist attacks. Any material decline in the amount of discretionary spending could have a material adverse effect on our sales and income.

Because we are not a diversified company and are primarily dependent upon one industry, we have less flexibility in reacting to unfavorable consumer trends, adverse economic conditions or business cycles.

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

If we lose our senior executive officers, or are unable to attract and retain the talent required for our business, our business could be disrupted and our financial performance could suffer.

Our success is in part dependent upon the retention of our senior executive officers. If our senior executive officers become unable or unwilling to participate in our business, our future business and financial performance could be materially affected. In addition, as our business grows in size and complexity we must be able to continue to attract, develop and retain qualified personnel sufficient to allow us to adequately manage and grow our business. If we are unable to do so, our operating results could be negatively impacted. We cannot guarantee that we will be able to attract and retain personnel as and when necessary in the future.

Many aspects of our manufacturing and distribution facilities are customized for our business; as a result, the loss of one of these facilities would disrupt our operations.

Approximately 68% of our 2008 sales were generated by products we manufactured at our manufacturing facility in Whately, Massachusetts and we rely primarily on our distribution facilities in South Deerfield, Massachusetts to distribute our products. Because most of our machinery is designed or customized by us to manufacture our products, and because we have strict quality control standards for our products, the loss of our manufacturing facility, due to natural disaster or otherwise, would materially affect our operations. Similarly, our distribution facilities rely upon customized machinery, systems and operations, the loss of which would materially affect our operations. Although our manufacturing and distribution facilities are adequately insured, if our facilities were destroyed we believe it would take up to twelve months to resume operations at a level equivalent to current operations.

Seasonal, quarterly and other fluctuations in our business, and general industry and market conditions, could affect the market for our results of operations.

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

Sustained interruptions in the supply of products from overseas may affect our operating results.

We source various accessories and other products from Asia. A sustained interruption of the operations of our suppliers, as a result of economic difficulties, the impact of health epidemics, natural disasters such as the 2004 tsunami or other factors, could have an adverse effect on our ability to receive timely shipments of certain of our products, which might in turn negatively impact our sales and operating results.

Further increases in wax prices above the rate of inflation may negatively impact our cost of goods sold and margins. Any shortages in refined oil supplies could impact our wax supply.

In the past several years significant increases in the price of crude oil have adversely impacted our transportation and freight costs and have contributed to significant increases in the cost of various raw materials, including wax which is a petroleum-based product. This in turn negatively impacts our cost of goods sold and margins. In addition, we believe that rising oil prices and corresponding increases in raw materials and transportation costs negatively impact not only our business but consumer sentiment and the economy at large. Continued weakness in consumer confidence and the macro-economic environment could negatively impact our sales and earnings. Future significant increases in wax prices could have an adverse affect on our cost of goods sold and could lower our margins.

In addition to the impact of increased wax prices, any shortages in refined oil supplies may impact our wax supply. For example, in 2005, due to hurricanes in the Gulf Coast region and the closing and disruption of oil refineries located there significantly limited our ability to source wax and negatively impacted our operations. While we experienced no supply issues in 2008, any future prolonged interruption or reduction in wax supplies could negatively impact our operations, sales and earnings.

The loss or significant deterioration in the financial condition of a significant wholesale customer could negatively impact our sales and operating results.

A significant deterioration in the financial condition of one of our major customers, or the loss of such a customer, could have a material adverse effect on our sales, profitability and cash flow to the extent that we are unable to offset any revenue losses with additional revenue from existing customers or by opening new accounts. We continually monitor and evaluate the credit status of our customers and attempt to adjust trade and credit terms as appropriate. However, a bankruptcy filing by a key customer could have a material adverse effect on our business, results of operations and financial condition. In this regard, for example, we note that on May 2, 2008 Linens ‘N Things filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. At the time of that filing we had an outstanding receivable balance due from Linens and are an unsecured creditor with respect to that receivable. We recorded a bad debt provision in the amount of $4.5 million during the quarter ended June 28, 2008 with respect to the pre-petition receivable due from Linens. Linens is now in the process of liquidating its assets.

There are also various potential claims which may arise in connection with bankruptcy proceedings that, if filed and adversely decided, could potentially negatively impact our operating results and financial condition. For example, in August 2009, in connection with the Linens ‘N Things bankruptcy proceedings, Linens Holding Co. and its affiliates (“Linens”) filed a lawsuit against the Company in United States Bankruptcy Court in the District of Delaware alleging that pursuant to the United States Bankruptcy Code Linens is entitled to recover from the Company the following amounts on the basis that they constitute “preferential transfers” under the Code: (i) approximately $5.5 million in payments allegedly received by the Company from Linens during the 90-day period preceding the filing of the Linens bankruptcy cases in May 2008, (ii) approximately $1.5 million in credits allegedly issued by Yankee Candle and redeemed by Linens during that 90-day period, and (iii) approximately $0.7 million in credits allegedly issued by Yankee Candle but not yet redeemed by Linens. The Company has retained bankruptcy counsel and plans to vigorously defend this claim. The Company filed an Answer, including various affirmative defenses, in October 2009. Discovery has not yet commenced. While the Company believes it has a number of strong potential defenses to all or a significant portion of these claims, the Company cannot at this time predict with any degree of likelihood what the potential outcome of this matter may be, particularly due to the fact that discovery has not yet commenced. As of October 3, 2009, the Company did not record any amount related to these claims in its consolidated statement of operations. If this matter were to be decided in a manner adverse to the Company, it could materially adversely impact the Company’s results of operations.

Given the current economic environment, there is an increased risk that additional wholesale customers could be forced to declare bankruptcy or significantly reduce their operations or purchases from us. The loss of one or more significant wholesale customers, or a significant reduction in their operations, could materially adversely impact our results of operations and financial condition.

An outbreak of certain public health issues, including epidemics, pandemics and other contagious diseases, such as the H1N1 influenza virus, could have a significant adverse impact on our sales and operating results.

An outbreak of certain public health issues, including epidemics, pandemics and other contagious diseases such as the H1N1 influenza virus, commonly referred to as the “swine flu” could cause a significant disruption in our operations due to staffing shortages as well as disruption of services and products provided by third-party providers. In addition, to the extent that our customers become infected by such diseases, or feel uncomfortable visiting public locations due to a perceived risk of exposure to contagious diseases, we could experience a reduction in customer traffic which could in turn adversely impact our financial results. Any significant disruption in our operations or customer traffic could have a significant adverse impact on our business, financial condition, results of operations and cash flows.

Other factors may also cause our actual results to differ materially from our estimates and projections.

In addition to the foregoing, there are other factors which may cause our actual results to differ materially from our estimates and projections. Such factors include the following:

•

changes in the general economic conditions in the United States including, but not limited to, consumer debt levels, financial market performance, interest rates, consumer sentiment, inflation, commodity prices, unemployment and other factors that impact consumer confidence and spending;

•

changes in levels of competition from our current competitors and potential new competition from both retail stores and alternative methods or channels of distribution;

•

loss of a significant vendor or prolonged disruption of product supply;

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the successful introduction of new products and technologies in our product categories, including the frequency of such introductions, the level of consumer acceptance of new products and technologies, and their impact on demand for existing products and technologies;

•

the impact of changes in pricing and profit margins associated with our sourced products or raw materials;

•

changes in income tax laws or regulations, or in interpretations of existing income tax laws or regulations;

•

adverse outcomes from significant litigation matters;

•

changes in the interpretation or enforcement of laws and regulations regarding our business or the sale of our products, or the ingredients contained in our products; or the imposition of new or additional restrictions or regulations regarding the same;

•

changes in our ability to attract, retain and develop highly-qualified employees or changes in the cost or availability of a sufficient labor force to manage and support our operations;

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changes in our ability to meet objectives with regard to business acquisitions or new business ventures;

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the occurrence of severe weather events prohibiting or discouraging consumers from traveling to retail or wholesale locations;

•

the disruption of global, national or regional transportation systems;

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the occurrence of certain material events including natural disasters, acts of terrorism, the outbreak of war or other significant national or international events;

•

our ability to react in a timely manner and maintain our critical business processes and information systems capabilities in a disaster recovery situation; and

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changes in our ability to manage our existing computer systems and technology infrastructures, and our ability to implement successfully new computer systems and technology infrastructures.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Submission of Matters to a Vote of Security Holders.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits


31.1		Certification of Harlan M. Kent Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, dated November 12, 2009

31.2		Certification of Bruce L. Hartman Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, dated November 12, 2009

32.1		Certification of Harlan M. Kent Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, dated November 12, 2009

32.2		Certification of Bruce L. Hartman Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, dated November 12, 2009.

SIGNATURES

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


	YANKEE HOLDING CORP.

Date: November 12, 2009	By:	/S/ BRUCE L. HARTMAN
		Bruce L. Hartman
		Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company