UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedJune 30,2015 2017

OR

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

For the transition period from                 to

Commission file number1-11692

 

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  

 

06-1275288 

 (State(State or other jurisdiction of incorporation or organization) 

 (I.R.S.

(I.R.S. Employer Identification No.)

Ethan Allen Drive, Danbury, CT                 

 06811                    

 (Address of principal executive offices)

    (Zip Code)

   

Registrant's telephone number, including area code (203) 743-8000  

Ethan Allen Drive, Danbury, CT
 

06811
(Address of principal executive offices)(Zip Code)

 

Registrant's telephone number, including area code   (203) 743-8000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class 

Name of Each Exchange On Which Registered

Common Stock, $.01 par value

 

New York Stock Exchange, Inc.

     

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

[ X ]   Yes      [   ]   No

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

[   ]   Yes      [X]   No

 

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. [X]  Yes      [   ]   No

 

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 such shorter period that the registrant was required to submit and post such files). 

[X][X]  Yes      [   ]   No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

 

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

Large accelerated filer     [X]

[X]

Accelerated filer                        [   ]

Non-accelerated filer                   

[   ] Do not check if smaller reporting company)

Smaller reporting company      [   ]

Emerging growth company 

[   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.  [  ]

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).           

[  ]   Yes      [X]  No

 

The aggregate market value of the Registrant’s commonvoting and non-voting stock par value $.01 per share, held by non-affiliates (based uponof the closing sale price on the New York Stock Exchange)registrant on December 31, 2014, (the2016, the last business day of the Registrant’sregistrant’s most recently completed second fiscal quarter)quarter, was approximately $813,244,000.$703,752,000. As of July 31, 2015,2017, there were 28,407,11927,447,215 shares of the Registrant’sregistrant’s common stock, par value $.01 per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: Certain designated information contained in the Registrant’sregistrant’s definitive Proxy Statement for the 20152017 Annual Meeting of stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, is incorporated by reference into Part III hereof.hereof to the extent described herein.

 

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

ItemPage 
   
PART I
 

1.

Business

3

   

1A.

Risk Factors

11

   

1B.

Unresolved Staff Comments

16

   

2.

Properties

17

   

3.

Legal Proceedings

18

   

4.

Mine Safety Disclosures

18

   

PART II

 

5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

18

   

6.

Selected Financial Data

21

   

7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

22

   

7A.

Quantitative and Qualitative Disclosures About Market Risk

34

   

8.

Financial Statements and Supplementary Data

35

   

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

61

   

9A.

Controls and Procedures

61

   

9B.

Other Information

62

   

PART III

 

10.

Directors, Executive Officers and Corporate Governance

62

   

11.

Executive Compensation

62

   

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

62

   

13.

Certain Relationships and Related Transactions, and Director Independence

62

   

14.

Principal Accountant Fees and Services

62

   

PART IV

 

15.

Exhibits and Financial Statement Schedules

63

   
 

Signatures

 68

Item

Page
PART I

Item 1.

Business

3

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

13

Item 2.

Properties

13

Item 3.

Legal Proceedings

14

Item 4.

Mine Safety Disclosures

15

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

15

Item 6.

Selected Financial Data

17

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

28

Item 8.

Financial Statements and Supplementary Data

28

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

50

Item 9A.

Controls and Procedures

51

Item 9B.

Other Information

51

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

52

Item 11.

Executive Compensation

52

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

52

Item 13.

Certain Relationships and Related Transactions, and Director Independence

52

Item 14.

Principal Accounting Fees and Services

52

PART IV

Item 15.

Exhibits and Financial Statement Schedules

52

Item 16.

Form 10-K Summary

56

SIGNATURES  

57

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

PART I

Item 1.     Business

 

BackgroundOverview

 

Incorporated in Delaware in 1989, Ethan Allen Interiors Inc., through its wholly-owned subsidiary, Ethan Allen Global, Inc., and Ethan Allen Global, Inc.’s subsidiaries (collectively, "We," "Us," "Our," "Ethan Allen" or the "Company"), is a leading interior design company and manufacturer and retailer of quality home furnishings. Founded over 80 years ago,in 1932, today we are a leading international home fashion brand doing business in North America, Europe, Asia, and the Middle East.East and Europe. We are vertically integrated from design through delivery, affording our clientele a value equationproposition of style, quality and price that is unique to the industry.price. We offer complimentary interior design service to our clients and sell a full range of furniture products and decorative accents through ethanallen.com and a retail network of approximately 300 design centers in the United States and abroad. The design centers represent a mix of independent licensees and our own Company operated retail segment. We own and operate eightnine manufacturing facilities including fivesix manufacturing plants and one sawmill in the United States and aone manufacturing plant in each of Mexico and one in Honduras. Approximately 75% of the products sold by the Company are manufactured in our North American plants.

 

Mission StatementAvailable Information

Our primary business objective is to provide our customers with a convenient, full-service, one-stop shopping solution for their home decorating needs by offering stylish, high-quality products at good value. In order to meet our stated objective, we have developed and adhere to a focused and comprehensive business strategy. The elements of this strategy, each of which is integral to our solutions-based philosophy, include (i) our vertically integrated operating structure, (ii) our stylish products and related marketing initiatives, (iii) our retail design center network, (iv) our people, and (v) our focus on providing design solutions.

Operating Segments

 

Our productswebsite is www.ethanallen.com. Information contained on our website is not part of this Annual Report on Form 10-K. Information that we furnish or file with the Securities and Exchange Commission (the "SEC"), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to, or exhibits included in, these reports are sold through a dedicated global networkavailable for download, free of approximately 300 retail design centers. As of June 30, 2015,charge, on our website soon after such reports are filed with or furnished to the Company operated 144 design centers (our retail segment)SEC. Our SEC filings, including exhibits filed therewith, are also available on the SEC’s website at www.sec.gov. You may obtain and our independent retailers operated 155 design centers (as compared to 143 and 152, respectively,copy any document we furnish or file with the SEC at the endSEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the prior fiscal year). Our wholesale segment net sales include sales to our retail segment (which are eliminated in consolidation), and sales to our independent retailers. Our retail segment net sales accounted for 77%SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of our consolidated net sales in fiscal 2015. Our wholesale segment net sales to independent retailers accounted for 23%, including approximately 13.5%these documents, upon payment of our net sales in fiscal 2015a duplicating fee, by writing to the ten largest independent retailers, who operate 96 design centers. Our independent retailer in China operated 75 of these locationsSEC at the end of fiscal 2015.its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

Operating Segments

 

Our wholesale and retail operating segments represent strategic business areas of our vertically integrated businessenterprise that operate separately and provide their own distinctive services (further outlined below).services. This vertical structure enables us to offer our complete line of home furnishings and accents more effectively while controlling quality and cost. We evaluate performance of the respective segments based upon revenues and operating income. Inter-segment transactions result, primarily, from the wholesale sale of inventory to the retail segment, including the related profit margin. For certain financial information regarding our operating segments, see Note 15 to the Consolidated Financial Statements included under Item 8 of this Annual Report and incorporated herein by reference.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESAs of June 30, 2017, the Company operated 148 design centers (our retail segment) and our independent retailers operated 155 design centers. Our wholesale segment net sales include sales to our retail segment, which are eliminated in consolidation, and sales to our independent retailers. Our retail segment net sales accounted for 79% of our consolidated net sales in fiscal 2017. Our wholesale segment net sales to independent retailers accounted for 21%, including approximately 11.9% of our consolidated net sales in fiscal 2017 to ten of our largest independent retailers, operating 101 design centers.

 

OurWholesale Segment Overview:

The wholesale segment, principally involved in the development of the Ethan Allen brand, encompasses all aspects of design, manufacture, sourcing, marketing, sale, and distribution of our broad range of home furnishings and accents are marketedaccents. Wholesale revenue is generated upon the sale and sold in a similar manner inshipment of our wholesaleproducts to our retail network of independently operated design centers and retail segments, although the type of customer (wholesale versus retail) and the specific services that each operating segment provides are different. Company operated design centers.

Within the wholesale segment, we maintain revenue information according to each respective product line (i.e. case goods, upholstery, orand home accents and other). Case goods include items such as beds, dressers, armoires, tables, chairs, buffets, entertainment units, home office furniture, and wooden accents. Upholstery items include sleepers, recliners and other motion furniture, chairs, ottomans, custom pillows, sofas, loveseats, cut fabrics and leather. Skilled artisans cut, sew and upholster custom-designed upholstery items which are available in a variety of frame, fabric and trim options. Home accessoryaccent and other items include window treatments and drapery hardware, wall decor, florals, lighting, clocks, mattresses, bedspreads, throws, pillows, decorative accents, area rugs, wall coverings and home and garden furnishings. The allocation of retail sales by product line is similar to that of the wholesale segment (see table of wholesale net sales allocated by product line in the Wholesale Segment Overview below).

 

We evaluate performance of the respective segments based upon revenues and operating income. Inter-segment transactions result, primarily, from the wholesale sale of inventory to the retail segment, including the related profit margin.


 

Wholesale Segment Overview:ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Wholesale net sales for each of the last three fiscal years are summarized below (in millions):

  

Fiscal Year Ended June 30,

 
  

2015

  

2014

  

2013

 

Wholesale net sales

 $469.4  $453.6  $434.4 

 

Wholesale net sales for each of the last three fiscal years, allocated by product line, were as follows:

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Case Goods

  34%  36%  37%  33%  32%  34%

Upholstered Products

  48%  48%  48%  51%  51%  48%

Home Accents and Other

  18%  16%  15%  16%  17%  18%
  100%  100%  100%  100%  100%  100%

 

TheWe offer a mix of custom made-to-order and in-stock product programs. Our wholesale segment, principally involved inbacklogs as of June 30, 2017 and June 30, 2016, were approximately $47.4 million and $40.3 million respectively. Because the development of the Ethan Allen brand, encompasses all aspects of design, manufacture, sourcing, sale, and distributionsize of our broad range of home furnishings and accents. Wholesale revenue is generated upon the wholesale sale and shipmentbacklog at a given time may not be indicative of our productsfuture revenues, we do not rely entirely on backlogs to our network of independently operated design centers and Company operated design centers (see Company operated retail comments below) through its national distribution center and one other smaller fulfillment center.predict future revenues.

 

During the past year, independent retailers opened 22 new design centers and closed 17, seven of which were relocations. We continue to promote the growth and expansion of our independent retailers through ongoing support in the areas of market analysis, site selection, and business development. As in the past, ourOur independent retailers are required to enter into license agreements with us, which (i) authorize the use of certain Ethan Allen trademarks and (ii) require adherence to certain standards of operation, including a requirement to fulfill related warranty service agreements. We are not subject to any territorial or exclusive retailer agreements in North America. The wholesale segment also develops and implements related marketing and brand awareness programs.

 

Wholesale profitability includes (i) the wholesale gross margin, which represents the difference between the wholesale net sales price and the cost associated with manufacturing and/or sourcing the related product, and (ii) other operating costs associated with wholesale segment activities.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Approximately 70% of the products sold by the Company are manufactured in its North American plants. During fiscal 2015, the Company’s manufacturing footprint increased by 125,000 square feet, further increasing throughput in our upholstery plants in North Carolina and Mexico. We operate four case good plants (two in Vermont including one sawmill, one in North Carolina, and one in Honduras), three upholstery plants (two at our North Carolina campus, and one in Mexico) and one home accessory plant in New Jersey. We also source selected case goods, upholstery, and home accessory items from third-party suppliers domestically and abroad.

As of June 30, 2015, our wholesale backlog was $63.7 million (as compared to $44.9 million as of June 30, 2014) which is anticipated to be serviced in the first quarter of fiscal 2016. This backlog fluctuates based on the timing of net orders booked, manufacturing schedules and efficiency, the timing of sourced product receipts, the timing and volume of wholesale shipments, and the timing of various promotional events. Because orders may be rescheduled and/or canceled and the sourcing timing may change, the measure of backlog at a point in time may not necessarily be indicative of future sales performance.

For the twelve months ended June 30, 2015, net orders booked at the wholesale level, which includes orders generated by independently operated and Company operated design centers, totaled $487.4 million as compared to $452.6 million for the twelve months ended June 30, 2014. In any given period, net orders booked may be impacted by the timing of floor sample orders received in connection with new product introductions. New product offerings may be made available to the retail network at any time during the year, including in connection with our periodic retailer conferences.

Retail Segment Overview:Overview:

Retail net sales for each of the last three fiscal years are summarized below (in millions):

  

Fiscal Year Ended June 30,

 
  

2015

  

2014

  

2013

 

Retail net sales

 $579.7  $580.7  $578.3 

 

The retail segment sells home furnishings and accents to consumers through a network of Company operated design centers. The Company also offers access to its products to qualified independent interior designers through our interior design affiliate (“IDA”) program. Retail revenue is generated upon the retail sale and delivery of our products to our retail customers through our network of service centers. Retail profitability reflects (i) the retail gross margin, which represents the difference between the retail net sales price and the cost of goods, purchased primarily from the wholesale segment, and (ii) other operating costs associated with retail segment activities.

 

We measure the performance of our design centers based on net sales and written orders booked on a comparable period basis. Comparable design centers are those which have been operating for at least 15 months.months, including relocated design centers provided the original and relocated design center location had been operating for at least 15 months on a combined basis. During the first three months of operations of newly opened (including relocated) design centers, written orders are booked but minimal net sales are achieved through the delivery of products. Design centers we acquire from independent retailers are included in comparable design center sales in their 13th full month of Ethan Allen-owned operations. The frequency of our promotional events as well as the timing of the end of those events can also affect the comparability of orders booked during a given period.

We pursue further expansion of the Company operated retail business by adding interior design professionals and expanding the IDA program, opening new design centers, relocating existing design centers and, when appropriate, acquiring design centers from independent retailers. During fiscal 2015,2017, we opened foursix new design centers, two of which were relocations. The geographic distribution of retail design center locations is included under Item 2 of Part I of this Annual Report.

 


Retail net sales for each of the last three fiscal years, allocated by product line, were as follows:

  

Fiscal Year Ended June 30,

 
  

2017

  

2016

  

2015

 

Case Goods

  30%  31%  32%

Upholstered Products

  48%  47%  45%

Home Accents and Other

  22%  22%  23%
   100%  100%  100%

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Products

 

Our strategy has been to position Ethan Allen as a preferred brand offering complimentary design service together with products of superior style, quality and value to provide consumers with a comprehensive, one-stop shopping solution for their home furnishing and interior design needs. In carrying out our strategy, we continue to expand our reach to a broader consumer base through a diverse selection of attractively priced products, designed to complement one another, reflecting current fashion trends in home decorating. DuringOne such example of this strategy is our new Ethan Allen | Disney product program, launched during fiscal 2015,2017. We continuously monitor changes in home fashion trends through attendance at international industry events and fashion shows, internal market research, and regular communication with our retailers and design center design consultants who provide valuable input on consumer trends. We believe that the Company significantly strengthened its product offerings by introducing newobservations and input gathered enable us to incorporate appropriate style details into our products to retail consumersreact quickly to changing consumer tastes. 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

75% of our furniture is built by artisans, one piece at a time, in our North American workshops. Most frames are hand-assembled and stitching is guided by hand. We select international partners who are as committed to quality as we are. All case goods, upholstery,good frames are made with premium lumber and home accents, by introducing a very large collection of new productsveneers. We use best-in-class construction techniques, including mortise and existing products in new finishes under the umbrella of “Classics”. Regular product introductions, atenon joinery and four-corner glued dovetail joinery on drawers. We combine technology with personal service and maintain an up-to-date broad range of styles and custom options within our upholstery and case good lines and expanded product offerings to accommodatein keeping with today’s home decorating trends,trends. These factors continue to define Ethan Allen, positioning us as a fashion leader in the home fashion.furnishing industry.

 

The interior of our design centers, which were substantially refreshed during the past two fiscal year,years, are organized to facilitate display of our product offerings, both in room settings that project the category lifestyle and by product grouping to facilitate comparisons of the styles and tastes of our clients. To further enhance the experience, technology is used to expand the range of products viewed by including content from our website in applications used on large touch-screen flat panel displays.

 

We continuously monitor changes in home fashion trends through attendance at international industry events and fashion shows, internal market research, and regular communication with our retailers and design center design consultants who provide valuable input on consumer trends. We believe that the observations and input gathered enable us to incorporate appropriate style details into our products to react quickly to changing consumer tastes.

Product Development and Sourcing Activities

 

Using a combination of on staff and outsourced product designers, we design the majority of the products we sell; allsell. All of whichour products are branded Ethan Allen. This important facet of our vertically integrated business enables us to control the design specifications and establish consistent levels of quality across our product offerings. We manufacture and / or assemble approximately 70% of the products we sell in our own North American plants making us one of the largest manufacturers of home furnishings in the United States. To capitalize on this vertical integration, during fiscal 2014 and during fiscal 2015 the Company undertook a significant redesign of products, which were introduced in the fall and spring of fiscal 2015, to take advantage of the Company’s custom manufacturing capabilities in its North American plants. Our main manufacturing facilities are located in the Northeast and Southeast regions of the United States supported by an upholstery plant in Mexico and a case goods plant in Honduras. Our plants are located near sources of raw materials and skilled artisans. We source approximately 30%25% of the products we sell from third-party suppliers, most of which are located outside the United States, primarily in Asia. We carefully select our sourcing partners and require them to provide products according to our specifications and quality standards. We believe that strategic investments in our manufacturing facilities balanced with outsourcing from foreign and domestic suppliers will accommodate significant future sales growth and allow us to maintain an appropriate degree of control over cost, quality and service to our customers.

 

Environmental Sustainability and Social Responsibility

We take pride inare focused on environmental and social responsibility and incorporating uniform social, environmental, health and safety programs into our manufacturing standards.

Our “green” initiatives includinginclude but are not limited to the use of responsibly harvested Appalachian woods, and expanded use of water based finishes and measuring our carbon footprint, greenhouse gases and recycled materials infrom our products. In November 2013, after previously implementingoperations. We have implemented the Enhancing Furniture’s Environmental Culture (EFEC) environmental management system sponsored by the American Home Furnishing Alliance (AHFA) at all of itsour domestic manufacturing, distribution and service center facilities, and have expanded these efforts to our retail design centers, which have now been registered in EFEC. Our Mexico and Honduras facilities have been audited and are registered under the AHFA's EFEC program. Our domestic manufacturing, division was awardeddistribution and service centers have also achieved Sustainable by Design (SBD) registration which is the highest level of achievementstatus under the EFEC program. The Company has also expanded its EFEC registration to all of its corporate distribution and home delivery service centers. SBD provides a framework for home furnishings companies to create and maintain a corporate culture of conservation and environmental stewardship by integrating socio-economic policies and sustainable business practices into their manufacturing operations and sourcing strategies.

 


The Company requires its sourcing facilities that manufacture Ethan Allen branded products to implement a labor compliance program and meet or exceed the standards established for preventing child labor, involuntary labor, coercion & harassment, discrimination, and restrictions to freedom of association. These facilities must also provide a safe and healthy environment in all workspaces, compliance with all local wage and hour laws and regulations, compliance with all applicable environmental laws and regulations, and they must authorize Ethan Allen and/or its designated agents (including third-party auditing companies) to engage in monitoring activities to confirm compliance.

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Raw Materials and Other Suppliers

 

The most important raw materials we use in furniture manufacturing are lumber, veneers, plywood, hardware, glue, finishing materials, glass, laminates, fabrics, foam, and filling material. The various types of wood used in our products include cherry, ash, oak, maple, prima vera, African mahogany, birch, rubber wood and poplar.

 

Fabrics and other raw materials are purchased both domestically and outside the United States. We have no significant long-term supply contracts, and have sufficient alternate sources of supply to prevent disruption in supplying our operations. We maintain a number of sources for our raw materials, which we believe contribute to our ability to obtain competitive pricing. Lumber prices and availability fluctuate over time based on factors such as weather and demand. The cost of some of our raw materials such as foam and shipping costs are dependent on petroleum cost. Higher material prices, cost of petroleum, and costs of sourced products could have an adverse effect on margins.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Appropriate amounts of lumber and fabric inventory are typically stocked to maintain adequate production levels. We believe that our sources of supply for these materials are sufficient and that we are not dependent on any one supplier.

 

We enter into standard purchase agreements with certain foreign and domestic suppliers to source selected case goods, upholstery, and home accessory items.products. The terms of these arrangements are customary for the industry and do not contain any long-term contractual obligations on our behalf. We believe we maintain good relationships with our suppliers.

 

Distribution and Logistics

 

We distribute our products through twothree distribution centers, owned by the Company, strategically located in VirginiaNew Jersey, Oklahoma, and Oklahoma.Virginia. These distribution centers provide efficient cross-dock operations to receive and ship product from our manufacturing facilities and third-party suppliers to our retail network of Company and independently operated retail service centers. Retail service centers prepare products for delivery into clients’ homes. At June 30, 2015,2017, the Company operated retail design centers were supported by 14 Company operated retail service centers plusand 15 service centers operated by third parties.

 

While we manufacture to custom order the majority of our products, we also stock selected case goods, upholstery and home accents to provide for quick delivery of in-stock items and to allow for more efficient production runs. Wholesale shipments utilize our own fleet of trucks and trailers or are subcontracted with independent carriers. Approximately 89%Our fleet of our fleet (trucks and trailers) is owned, with the remaindertrucks are financed under capital lease agreements with remaining terms ranging from less than two to over three years.years, and all of our trailers are owned.

 

Our practice has been to sell our products at the same delivered cost to all Company and independently operated design centers in North America, regardless of their shipping point. This policy creates pricing credibility with our wholesale customers while providing our retail networksegment the opportunity to achieve more consistent margins by removing fluctuations attributable to the cost of shipping. Further, this policy eliminates the need for our independent retailers to carry significant amounts of inventory in their own warehouses. As a result, we obtain more accurate consumer product demand information.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESMarketing Programs

 

Marketing Programs

Our multifaceted, multichannel marketing and advertising strategies are developed to drive traffic into our network ofboth to design centers and to ethanallen.com.our digital mediums. We believe these strategiesefforts give Ethan Allenus a strong competitive advantage in the home furnishings industry. We create and coordinate print, digital and television campaigns nationally, as well as assist in international and local marketing and promotional efforts. The Company’sindustry while benefiting our worldwide retail network of approximately 300 retail design centers along withas well as the independent members of theour Interior Design Affiliate program, benefit from these marketing efforts, and we believe these efforts position us to consistently fulfill our brand promise as America's Classic Design Brand.program.

 

Our team of advertising specialists creates consistent, clear messages thatworks to position Ethan Allen isas an authority on design, a leader in home fashion, designer servicesexemplary service, and classica source of style with everything for the well designed home. We use several forms of media to communicateeveryone. In our message, including television (national and local), direct mail, newspapers, shelter magazines, social media, and digital advertising. These messages are also conveyedmarketing campaigns, we capitalize on our website at ethanallen.com. A strong email marketing program delivers promotional messages, inspiration, design ideas and product brochures to a growing database of clients.

Our national television, social media, online and print advertising campaigns are designed to leverage ourEthan Allen's strong brand equity, finding creative and compelling ways to remind consumers ofpromote our tremendous range of products, services, special programs, and custom options. CoordinatedWe deliver these messages in a variety of ways – locally, nationally, and globally – to connect and engage with our target audience and drive sales.

As digital channels have taken on increasing importance, we continue to expand our digital marketing reach – supplementing traditional advertising strategies. Our channels include digital and social media, national and local television, direct mail, national and print advertising also servelocal newspapers, local and satellite radio, and local shelter magazines. Additionally, our robust email marketing program delivers inspiration, sales messages, design solutions, and product information to support our national programs.an ever-expanding database of current and potential clients.

 

The Ethan AllenOur direct mail magazine, which emphasizes the eclectic mixbreadth of our wide breadth of products and services, is aone of Ethan Allen's key marketing tool.tools. We publishproduce these magazines and sellmultiple times a year; in fiscal 2017, we distributed approximately 21 million copies. We distribute them to Company and independently operated design centers that use demographic informationtargeted marketing segments based on data collected internally and through independent market research to target potential clients. Given the importance of this advertising medium,research. We continually refine our direct mail marketing lists are continually refined to target those consumersclients and potential clients who are most likely to purchase, and improve the returnwhich provides better returns on direct mail expenditures. Approximately 30 million copies of our direct mail magazine were distributed to consumers during fiscal 2015.

 

AtOur websites – ethanallen.com, we provide ourethanallen.ca, ethanallen.com/disney, and ethanallen.ca/disney – undergo continuous conversion optimization to boost sales as clients shop, design, and our associates with the tools they need to shop and design. The website, which was redesigned and re-launched in fiscal 2015, features inspiring photography, engaging video content, andpurchase. We also have a rich yet streamlined shopping experience. Some of the newest features include an online gift registry, live chat, and our new interior design blog, The Muse.

Those looking to shop our site can do so by product or by room in an easy-to-navigate format. The site's “My Projects” tool lets visitors create idea boards and even gives them the option of consulting with a design professional from their local Ethan Allen design center. Visitors to ethanallen.com will also find all our latest news and promotional information. Nearly all of our products are available for purchase online.

Ethan Allen also has local websites in various international regionsweb presence to support our international licensees.licensees – in some cases, using local languages; in all cases, linking back to ethanallen.com. These websites some in local languages, provide a regionalized presentation of the brand while also linking to our main website.

To enhance theposition Ethan Allen client experience,in a manner consistent with our design centers have interactive touchscreens, where users can browse our full product catalog, check out hundreds of fully designed rooms, print product descriptions, learn about promotions, and much more. Our design consultants utilize customized tablets so they can be more productive in our design centers and in our clients’ homes.

Our social media content is updated regularly and offers fans and followers inspirational images, trend information, and design ideas, as well as tips for howbrand yet specific to bring distinctive Ethan Allen style to their homes.the region.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We also have aA robust and informative extranet available toExtranet connects our retail network, keeping the lines of communication open among our retailers, design professionals, merchandisers, trainers, and design professionals. It is the primary source of communication in and among members of our retail network. It provides informationcorporate personnel. Information about every aspect of theEthan Allen's retail business at Ethan Allen,is shared here, including advertising materials, prototype floor plan displays, and extensive product details.

 

Retail Design Center NetworkCenters

 

Ethan Allen design centers are typically located in busy retail settings as freestanding destinations or as part of town centers, lifestyle centers, suburban strip malls or shopping malls, depending upon the real estate opportunities in a particular market. Our design centers average approximately 16,00015,000 square feet in size with 80%76% between 15,000 and 25,000 square feet and 20% less than 15,000 square feet and 4% greater than 25,000 square feet.

 

 By combiningCombining technology with personal service in our design centers has allowed us to reduce the new and relocatedsize of our design centers. As of June 30, 2017 we operated 19 design centers that we have opened in the past three fiscal years, and these average 10,5008,700 square feet. These smaller footprint design centers reflect our direction as we move forward in repositioning our retail design center network.centers. These new and relocated design centers also reflect our shift from destination and shopping mall locations to lifestyle centers that better project our brand and offer increased traffic opportunities.

 

We strive to maintain consistency of presentation throughout theour retail design center networkcenters through a comprehensive set of standards and display planning assistance. These interior display design standards assist each design center in presenting a high quality image by using focused lifestyle settings and select product category groupings to display our products and information to facilitate design solutions and to educate consumers. We also create a consistent brand projection through our exterior facades and signage. The establishment of these standards has helped position Ethan Allen as a leader in the home furnishings retailing.industry.

 

We continue to strengthen the retail networkEthen Allen brand with many initiatives, including the opening of new and relocating design centers in desirable locations, updating presentations and floor plans, strengthening of the professionalism of our designers through training and certification, and the consolidation of certain design centers and service centers.

 

People

 

At June 30, 2015,2017 and June 30, 2016, the Company, through its subsidiaries, had approximately 5,0005,200 employees. The majority of our employees (“associates”),are employed on a fulltime basis and we believe we maintain good relationships with our employees, none of whom are represented by unions. We believe we maintain good relationships with our employees.

 

The retail network, which includes both Company and independently operated design centers, is staffed with a sales force of interior design consultants and service professionals who provide customers with complimentary home decorating and interior design solutions. Our interior design associates receive specialty training with respect to the distinctive design and quality features inherent in each of our products and programs. This enables them to more effectively communicate the elements of style and value that serve to differentiate us from our competition. As such, we believe our design consultants, and the complimentary service they provide, create a distinct competitive advantage over other home furnishing retailers. We continue to strengthen the level of service, professionalism, interior design competence, efficiency, and effectiveness of retail design center associates. The Company’s interior design affiliate program adds further strength and breadth to our interior design reach. We believe that this program augments the design center design staff to reach more clients and improve market penetration.

We recognize the importance of our retail design center network to our long-term success. Accordingly, we believe we (i) have established a strong management team within Company operated design centers and (ii) continue to work closely with our independent retailers in order to assist them. With this in mind, we make our services available to every design center, whether independently operated or Company operated, in support of their marketing efforts, including coordinated advertising, merchandising and display programs, and by providing extensive training seminars and educational materials. We believe that the development of design consultants, service and delivery personnel, and independent retailers is important for the growth of our business. As a result, we have committed to make available comprehensive retail training programs intended to increase the customer service capabilities of each individual.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Customer Service Offerings

 

We offer numerous customer service programs, each of which has been developed and introduced to consumers in an effort to make their shopping experience easier and more enjoyable.

 

Gift Card

This program allowsprogramallows customers to purchase and redeem gift cards through our website or at any participating retail design center, which can be used for any of our products or services.

 

Ethan Allen Consumer Credit Programs

The Ethan Allen Platinum program offers consumers (clients) a menu of custom financing options. Financing offered through this program is administered by a third-party financial institution and is granted to our customers on a non-recourse basis to the Company. Clients may apply for an Ethan Allen Platinum card at any participating design center or on-line at ethanallen.com.

 

Competition

 

The domestic and global home furnishings industry faces numerous challenges, which include an influx of low-priced products from overseas. As a result, there is a high degree of competition in our markets. We differentiate ourselves as a preferred brand by adhering to a business strategy focused on providing (i) high-quality, well designed and often custom, handmade products at good value, (ii) a comprehensive complement of home furnishing design solutions, including our complimentary design service, and (iii) excellence in customer service. We consider our vertical integration a significant competitive advantage in the current environment as it allows us to design, manufacture and source, distribute, market, and sell our products through one of the industry’s largest single-source retail networks.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The internet also provides a highly competitive medium for the sale of a significant amount of home furnishings each year, and we believe it is becoming increasingly important. Although much of that product is sold through commodity oriented, low priced and low service retailers, we believe consumers are spending more time window shopping on the internet and are thus better informed when they do visit our brick and mortar facilities. At Ethan Allen, the ultimate goal of our internet strategy is to drive traffic into our network of design centers by combining technology with excellent personal service. At ethanallen.com,Through our digital mediums, customers have the opportunity to buy our products online but we take the process further. With so much of our product offering being custom, we encourage our website customers to get help from our network of interior design professionals. Consumers also have the ability to immediately chat on-line with one of our qualified design consultants. This complimentary direct contact with one of our knowledgable interior design supportdesigners creates a competitive advantage through our excellent personal service. This enhances the online experience and regularly leads to internet customers becoming clients of our network of interior design centers.

 

Industry globalization has provided us an opportunity to adhere to a blended sourcing strategy, establishing relationships with certain manufacturers, both domestically and outside the United States, to source selected case goods, upholstery, and home accessoryaccent items. We intend to continue to balance our own North American production with opportunities to source from foreign and domestic manufacturers, as appropriate, in order to maintain our competitive advantage.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We believe the home furnishings industry competes primarily on the basis of product styling and quality, personal service, prompt delivery, product availability and price. We further believe that we effectively compete on the basis of each of these factors and that, more specifically, our direct manufacturing, product presentations, website, and complimentary design service create a distinct competitive advantage, further supporting our mission of providing consumers with a complete home decorating and design solution. We also believe that we differentiate ourselves further with the quality of our design service through our intensive training. Our objective is to continue to develop and strengthen our retail network by (i) expanding the Company operated retail business through the repositioning of and opening of new design centers, and (ii) obtaining and retaining independent retailers, encouraging such retailers to expand their business through the opening or relocation of new design centers with the objective of increasing the volume of their sales, and (iii) further expanding our sales network through our IDA and realtor referral programs.programs and (iv) further expanding our ecommerce.

 

Trademarks

 

We currently hold, or have registration applications pending for, numerous trademarks, service marks and design patentscopyrights for the Ethan Allen name, logos and designs in a broad range of classes for both products and services in the United States and in many foreign countries. In addition, we have registered, or have applications pending for certain of our slogans utilized in connection with promoting brand awareness, retail sales and other services and certain collection names. We view such trademarks and service marks as valuable assets and have an ongoing program to diligently monitor and defend, through appropriate action, against their unauthorized use.

 

Available InformationExecutive Officers of the Registrant

Set forth in the table below is a list of our executive officers, together with certain biographical information, including their ages as of the date of this Report:

 

M. Farooq Kathwari, age 72

Chairman of the Board, President and Chief Executive Officer since 1988

Daniel M. Grow, age 71

Senior Vice President, Business Development since February 2015
Vice-President, Business Development from 2009 to 2015

Eric D. Koster, age 70

Vice-President, General Counsel and Secretary since April 2013

Private practice prior to joining the Company in April 2013

Tracy Paccione, age 51

Vice-President, Merchandising since June 2009

Clifford Thorn, age 65

Vice-President, Upholstery Manufacturing since May 2001

Corey Whitely, age 57

Executive Vice-President, Administration, Chief Financial Officer and Treasurer since July 2014

Executive Vice-President, Operations from October 2007 through July 2014

We make available, free of charge via our website, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with, or furnished to, the Securities and Exchange Commission (the "SEC" or the "Commission"), including amendments to such reports. This information is available at www.ethanallen.com/investors as soon as reasonably practicable after it is electronically filed with, or furnished to, the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Commission. This information is available at www.sec.gov.


 

In addition, charters of all committees of our Board of Directors, as well as our Corporate Governance guidelines, are available on our website at www.ethanallen.com/governance or, upon written request, in printed hardcopy form. Written requests should be sent to Office of the Secretary, Ethan Allen Interiors Inc., Ethan Allen Drive, Danbury, Connecticut 06811.ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 1A.     Risk Factors

 

Thefollowing information describes informationdescribescertainsignificant risksrisksanduncertaintiesinherentinourbusinessthatshouldbecarefully considered, alongwithotherinformationcontainedelsewhereinthis AnnualReport and uncertainties inherent in our business that should be carefully considered, along with other information contained elsewhere in this report filings,whenmaking aninvestmentdecisionwithrespecttous.Ifoneormoreoftheserisksoccurs,theimpactonourbusiness,includingourfinancial condition, results ofoperations,and in other filings, when making an investment decision with respect to us. If one or more of these risks actually occurs, the impact on our business, including our financial condition, results of operations, and cash flowscash flows couldbe adverse.

An economic downturn may materially adversely affect our business. a

Our business and results of operations are affected by international, national and regional economic conditions. Regional economic conditions in the United States and in other regions of the world where we have a concentration of design centers such as Canada or China may impact the Company greater compared to economic conditions in other parts of the world where we have lesser concentration of design centers. The United States and many other international economies experienced a major recession, which reduced the available market size for our industry from historic peak levels. While we have recalibrated the footprint of our vertically integrated enterprise to be profitable with lower revenues than achieved at our historic peak, an economic downturn of significance or extended duration couldadversely affect consumer demand and discretionary spending habits and, as a result, our businessperformance, profitability, and cash flows.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESdverse.

 

Access to consumer credit could be interrupted and reduce sales and profitability.

Our ability to continue to access consumer credit for our clients could be negatively affected by conditions outside our control. If capital market conditions were to worsen meaningfully, there is a risk that our business partner that issues our private label credit card program may not be able to fulfill its obligations under that agreement. In addition, further tightening of credit markets may restrict the ability and willingness of customers to make purchases.

We may be unable to obtain sufficient external funding to finance our operations and growth.

Historically, we have relied upon our cash from operations to fund our debt service, operations and growth. As we operate and expand our business, we may rely on external funding sources, including the proceeds from the issuance of additional debt or use of the $115 million revolving bank line of credit under our existing $150 million credit facility. The credit facility bears interest at a floating rate and there is a risk that the rate will increase and as we are not hedging our interest rate for the credit facility, our debt service costs could increase. Any unexpected reduction in cash flow from operations could increase our external funding requirements to levels above those currently available. There can be no assurance that we will not experience unexpected cash flow shortfalls in the future or that any increase in external funding required by such shortfalls will be available on acceptable terms or at all.

Operating losses could reduce our liquidity and impact our dividend policy.

Historically, we have relied on our cash from operations or debt issuances to fund our operations and the payment of cash dividends. If the Company’s financial performance were to deteriorate resulting in financial losses we may not be able to fund a shortfall from operations and would require external funding. Some financing instruments used by the Company historically may not be available to the Company in the future. We cannot assure that additional sources of financing would be available to the Company on commercially favorable terms should the Company's capital requirements exceed cash available from operations and existing cash and cash equivalents. In such circumstances, the Company may reduce its quarterly dividends.

Additional impairment charges could reduce our profitability.Competit

We have significant long-lived tangible and intangible assets recorded on our balance sheets. If our operating results decline, we may incur impairment charges in the future, which could have a material impact on our financial results. We evaluate the recoverability of the carrying amount of our long-lived tangible and intangible assets on an ongoing basis. There can be no assurance that the outcome of such future reviews will not result in substantial impairment charges. Impairment assessment inherently involves judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions as to prices, costs or other factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions we use in testing for impairment are reasonable, significant changes in any of our assumptions could produce a significantly different result.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

We face changes in global and local economic conditions that may adversely affect consumer demand and spending, our manufacturing operations or sources of merchandise.

Historically, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Such uncertainty, as well as other variations in global economic conditions such as rising fuel costs, wage and benefit inflation, currency fluctuations, and increasing interest rates, may continue to cause inconsistent and unpredictable consumer spending habits, while increasing our own input costs. These risks, as well as industrial accidents or work stoppages, could also severely disrupt our manufacturing operations, which could have a material adverse effect on our financial performance.

We import a portion of our merchandise from foreign countries and operate manufacturing plants in Mexico and Honduras. As a result, our ability to obtain adequate supplies or to control our costs may be adversely affected by events affecting international commerce and businesses located outside the United States, including natural disasters, changes in international trade, central bank actions, changes in the relationship of the U.S. dollar versus other currencies, labor availability and cost, and other governmental policies of the U.S. and the countries from which we import our merchandise or in which we operate facilities. The inability to import products from certain foreign countries or the imposition of significant tariffs could have a material adverse effect on our results of operations.

Competition ionfromoverseas manufacturers manufacturersand domestic retailersmay adversely affect affectour business, operating results business,operatingresultsor financial condition.condition.

 

Our wholesale business segment is involved in the development of our brand, which encompasses the design, manufacture, sourcing, sales and distribution of our home furnishings products, and competes with other U.S. and foreign manufacturers. Our retail network sells home furnishings to consumers through a network of independently operated and Company operated design centers, and competes against a diverse group of retailers ranging from specialty stores to traditional furniture and department stores, any of which may operate locally, regionally, and nationally or globally, as well as over the internet. We also compete with these and other retailers for appropriate retail locations as well as for qualified design consultants and management personnel. Such competition could adversely affect our future financial performance.

 

Industry globalization has led to increased competitive pressures brought about by the increasing volume of imported finished goods and components, particularly for case good products, and the development of manufacturing capabilities in other countries, specifically within Asia. The increase in overseas production capacity has created over-capacityover‐capacity for many manufacturers, including us, which has led to industry-wideindustry‐wide plant consolidation. In addition, because many foreign manufacturers are able to maintain substantially lower production costs, including the cost of labor and overhead, imported product may be capable of being sold at a lower price to consumers, which, in turn, could lead to some measure of further industry-wideindustry‐wide price deflation.

 

We cannot provide assurance that we will be able to establish or maintain relationships with sufficient or appropriate manufacturers, whether foreign or domestic, to supply us with selected case goods, upholstery and home accessoryaccent items to enable us to maintain our competitive advantage. In addition, the emergence of foreign manufacturers has served to broaden the competitive landscape. Some of these competitors produce furniture types not manufactured by us and may have greater financial resources available to them or lower costs of operating. This competition could adversely affect our future financial performance.

 

Failureto successfully anticipate successfullyanticipateor respond respondtochangesinconsumertastesandtrendsin consumer tastes and trends in a timely manner timelymannercould adverselyadversely impact our business, operating resultsour business,operating results andfinancial condition.condition.

 

Sales of our products are dependent upon consumer acceptance of our product designs, styles, quality and price. We continuously monitor changes in home design trends through attendance at international industry events and fashion shows, internal marketing research, and regular communication with our retailers and design consultants who provide valuable input on consumer tendencies. However, as with all retailers, our business is susceptible to changes in consumer tastes and trends. Such tastes and trends can change rapidly and any delay or failure to anticipate or respond to changing consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.

 

Our successdependsupon ourbrand,marketingand advertising efforts andpricingstrategies.Ifwearenot ableto maintainandenhanceourbrand,orifwearenotsuccessfulintheseotherefforts,ourbusinessandoperatingresultscould be adverselyaffected.

Maintaining and enhancing our brand is critical to our ability to expand our base of customers and may require us to make substantial investments. Our advertising campaign utilizes television, direct mail, digital, newspapers, magazines and radio to maintain and enhance our existing brand equity. We cannot provide assurance that our marketing, advertising and other efforts to promote and maintain awareness of our brand will not require us to incur substantial costs. If these efforts are unsuccessful or we incur substantial costs in connection with these efforts, our business, operating results and financial condition could be adversely affected.

Weface changesin globalandlocaleconomic conditions thatmayadverselyaffectconsumerdemandand spending,our manufacturing operationsor sourcesofmerchandise and international operations.

Historically, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Such uncertainty, as well as other variations in global economic conditions such as rising fuel costs, wage and benefit inflation, currency fluctuations, and increasing interest rates, may continue to cause inconsistent and unpredictable consumer spending habits, while increasing our own input costs. These risks, as well as industrial accidents or work stoppages, could also severely disrupt our manufacturing operations, which could have a material adverse effect on our financial performance.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We import a portion of our merchandise from foreign countries and operate manufacturing plants in Mexico and Honduras and operate retail design centers in Canada. As a result, our ability to obtain adequate supplies or to control our costs may be adversely affected by events affecting international commerce and businesses located outside the United States, including natural disasters, changes in international trade, central bank actions, changes in the relationship of the U.S. dollar versus other currencies, labor availability and cost, and other governmental policies of the U.S. and the countries from which we import our merchandise or in which we operate facilities. The inability to import products from certain foreign countries or the imposition of significant tariffs could have a material adverse effect on our results of operations.

The Company’s business may be adversely affected by changes in U.S. policy related to imported merchandise.

A significant amount of the Company’s merchandise is sourced from outside of the United States. The U.S. government is considering proposals for substantial changes to its trade and tax policies, which could include import restrictions, increased import tariffs, changes to or withdrawal from existing trade agreements, and border-adjustment taxes among other possible measures. Material changes in these policies could increase the Company’s tax obligations or require the Company to increase prices to customers, which would likely adversely affect sales. Any significant change in U.S. policy related to imported merchandise could have a material adverse effect on the Company’s business and financial results.

An economicdownturn may materiallyadverselyaffectour business.

Our numberbusiness and results of manufacturingoperations are affected by international, national and logisticsregional economic conditions. Regional economic conditions in the United States and in other regions of the world where we have a concentration of design centers such as Canada or China may impact the Company greater compared to economic conditions in other parts of the world where we have lesser concentration of design centers. An economic downturn of significance or extended duration could adversely affect consumer demand and discretionary spending habits and, as a result, our business performance, profitability, and cash flows.

Ournumberofmanufacturingandlogistics sites may increase our exposuremayincrease ourexposure to business disruptions businessdisruptionsand could result could resultin higher transportation costs.transportationcosts.

 

We have a limited number of manufacturing sites in our case good and upholstery operations, consolidated our distribution network into fewer centers for both wholesale and retail segments, and operate a single home accents plant. Our upholstery operations consist of twothree upholstery plants at our North Carolina campus and one plant in Mexico. The Company operates three manufacturing plants (North Carolina, Vermont, and Honduras) and one sawmill in support of our case goods operations. Our plants require various raw materials and commodities such as logs and lumber for our case good plants and foam, springs and engineered hardwood board for our upholstery plants. As a result of the consolidation of our manufacturing operations into fewer facilities, if any of our manufacturing or logistics sites experience significant business interruption, our ability to manufacture products or deliver our products in a timely manner would likely be impacted. While we have long-standinglong‐standing relationships with multiple outside suppliers of our raw materials and commodities, there can be no assurance of their ability to fulfill our supply needs on a timely basis. The consolidation to fewer locations has resulted in longer distances for delivery and could result in higher costs to transport products if fuel costs increase significantly.

 

Fluctuationsintheprice,availabilityandqualityofrawmaterialscouldresultinincreasedcostsorcauseproductiondelays which mightresult ina decline in sales,either of which couldadverselyimpact our earnings.

We use various types of wood, foam, fibers, fabrics, leathers, and other raw materials in manufacturing our furniture. Certain of our raw materials, including fabrics, are purchased domestically and outside North America. Fluctuations in the price, availability and quality of raw materials could result in increased costs or a delay in manufacturing our products, which in turn could result in a delay in delivering products to our customers. For example, lumber prices fluctuate over time based on factors such as weather and demand, which in turn, impact availability. Production delays or upward trends in raw material prices could result in lower sales or margins, thereby adversely impacting our earnings.

In addition, certain suppliers may require extensive advance notice of our requirements in order to produce products in the quantities we desire. This long lead time may require us to place orders far in advance of the time when certain products will be offered for sale, thereby exposing us to risks relating to shifts in consumer demand and trends, and any significant downturn in the U.S. economy.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Our current and former manufacturing former manufacturingand retailretail operations and andproducts are subject aresubjectto increasingly stringent environmental,increasinglystringent environmental, health and safety requirements.and safety requirements.

 

We use and generate hazardous substances in our manufacturing and retail operations. In addition, both the manufacturing properties on which we currently operate and those on which we have ceased operations are and have been used for industrial purposes. Our manufacturing operations and, to a lesser extent, our retail operations involve risk of personal injury or death. We are subject to increasingly stringent environmental, health and safety laws and regulations relating to our products, current and former properties and our current operations. These laws and regulations provide for substantial fines and criminal sanctions for violations and sometimes require product recalls and/or redesign, the installation of costly pollution control or safety equipment, or costly changes in operations to limit pollution or decrease the likelihood of injuries. In addition, we may become subject to potentially material liabilities for the investigation and cleanup of contaminated properties and to claims alleging personal injury or property damage resulting from exposure to or releases of hazardous substances or personal injury because of an unsafe workplace.

 

In addition, noncompliance with, or stricter enforcement of, existing laws and regulations, adoption of more stringent new laws and regulations, discovery of previously unknown contamination or imposition of new or increased requirements could require us to incur costs or become the basis of new or increased liabilities that could be material.

 

Fluctuations in the price, availabilityThe Company's sales and quality of raw materialsoperating results could result in increased costs or cause production delays which might result in a decline in sales, either of which couldbe adversely impact our earnings.affected by product safety concerns.

We use various types of wood, foam, fibers, fabrics, leathers, and other raw materials in manufacturing our furniture. Certain of our raw materials, including fabrics, are purchased domestically and outside North America. Fluctuations in the price, availability and quality of raw materials could result in increased costs or a delay in manufacturing our products, which in turn could result in a delay in delivering products to our customers. For example, lumber prices fluctuate over time based on factors such as weather and demand, which in turn, impact availability. Production delays or upward trends in raw material prices could result in lower sales or margins, thereby adversely impacting our earnings.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

In addition, certain suppliers may require extensive advance notice of our requirements in orderIf the Company's merchandise offerings do not meet applicable safety standards or consumers' expectations regarding safety, the Company could experience decreased sales, increased costs and/or be exposed to produce products inlegal and reputational risk. Events that give rise to actual, potential or perceived product safety concerns could expose the quantities we desire. This long lead -time may require usCompany to place orders far in advance ofgovernment enforcement action and/or private litigation. Reputational damage caused by real or perceived product safety concerns could negatively affect the time when certain products will be offered for sale, thereby exposing us to risks relating to shifts in consumer demand and trends, and any significant downturn in the U.S. economy.

We depend on key personnel and could be affected by the loss of their services.

The success of our business depends upon the services of certain senior executives, and in particular, the services of M. Farooq Kathwari, Chairman of the Board, President and Chief Executive Officer, who is the only one of our senior executives who operates under a written employment agreement. The loss of any such person or other key personnel could have a material adverse effect on ourCompany's business and results of operations.

 

OurThe Company reliesheavily oninformationand technologyto operateitsbusiness, andanydisruption toitstechnology infrastructure (including cyber attacks) orthe internet could harm the Company's operations.

We operate many aspects of our business isincluding financial reporting, and customer relationship management through server and web‐based technologies, and store various types of data on such servers or with third‐parties who in turn store it on servers and in the “cloud”. Any disruption to the internet or to the Company's or its service providers' global technology infrastructure, including malware, insecure coding, “Acts of God,” attempts to penetrate networks, data theft or loss and human error, could have adverse effects on the Company's operations. A cyber attack of our systems or networks that impairs our information technology systems could disrupt our business operations and result in loss of service to customers. We have a comprehensive cybersecurity program designed to protect and preserve the integrity of our information technology systems. We have experienced and expect to continue to experience actual or attempted cyber attacks of our IT systems or networks; however, none of these actual or attempted cyber attacks had a material impact on our operations or financial condition. Additionally, we have access to sensitive customer information in the ordinary course of business. If a significant data breach occurred, our reputation may be adversely affected, customer confidence may be diminished, or we may be subject to increasing labor costs, competitive labor markets,legal claims, any of which may contribute to the loss of customers and have a material adverse impact on our continued abilitybusiness. While we have invested and continue to invest in information technology risk management, cybersecurity and disaster recovery plans, these measures cannot fully insulate the Company from technology disruptions or data theft or loss and the resulting adverse effect on the Company's operations and financial results.

Ourbusinessissensitivetoincreasinglaborcosts, competitivelabormarkets, our continuedabilitytoretain high-qualityhigh‐quality personneland risks ofof work stoppages.stoppages.

 

The market for qualified employees and personnel in the retail and manufacturing industries is highly competitive. Our success depends upon our ability to attract, retain and motivate qualified artisans, professional and clerical associatesemployees and upon the continued contributions of these individuals. We cannot provide assurance that we will be successful in attracting and retaining qualified personnel. A shortage of qualified personnel may require us to enhance our wage and benefits package in order to compete effectively in the hiring and retention of qualified employees. Our labor and benefit costs may continue to increase and such increases may not be recovered. This could have a material adverse effect on our business, operating results and financial condition.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

OurWe depend onkeypersonneland could beaffectedby the lossof theirservices.

The success of our business depends upon the services of certain senior executives, and in particular, the services of M. Farooq Kathwari, Chairman of the Board, President and Chief Executive Officer, who is the only one of our brand, marketingsenior executives who operates under a written employment agreement. The loss of any such person or other key personnel could have a material adverse effect on our business and advertising effortsresults of operations.

We maybe unable to obtain sufficientexternal funding to finance our operations and growth.

Historically, we have relied upon our cash from operations to fund our debt service, operations and pricing strategies. Ifgrowth. As we operate and expand our business, we may rely on external funding sources, including the proceeds from the issuance of additional debt or use of the $115 million revolving bank line of credit under our existing $150 million credit facility. The credit facility bears interest at a floating rate and there is a risk that the rate will increase and as we are not ablehedging our interest rate for the credit facility, our debt service costs could increase. Any unexpected reduction in cash flow from operations could increase our external funding requirements to maintainlevels above those currently available. There can be no assurance that we will not experience unexpected cash flow shortfalls in the future or that any increase in external funding required by such shortfalls will be available on acceptable terms or at all.

Access toconsumer credit could be interrupted and enhancereduce sales andprofitability.

Our ability to continue to access consumer credit for our brand, or if we are not successful in these other efforts,clients could be negatively affected by conditions outside our control. If capital market conditions have a material negative change, there is a risk that our business and operating results could be adversely affected.

Maintaining and enhancingpartner that issues our brand is critical to our ability to expand our base of customers and may require us to make substantial investments. Our advertising campaign utilizes television, direct mail, newspapers, magazines and radio to maintain and enhance our existing brand equity. We cannot provide assurance that our marketing, advertising and other efforts to promote and maintain awareness of our brand will not require us to incur substantial costs. If these efforts are unsuccessful or we incur substantial costs in connection with these efforts, our business, operating results and financial condition could be adversely affected.

Weprivate label credit card program may not be able to maintainfulfill its obligations under that agreement. In addition, the tightening of credit markets may restrict the ability and willingness of customers to make purchases.

Operating losses could reduce our current designliquidity and impact our dividend policy.

Historically, we have relied on our cash from operations or debt issuances to fund our operations and the payment of cash dividends. If the Company’s financial performance were to deteriorate resulting in financial losses we may not be able to fund a shortfall from operations and would require external funding. Some financing instruments used by the Company historically may not be available to the Company in the future. We cannot assure that additional sources of financing would be available to the Company on commercially favorable terms should the Company's capital requirements exceed cash available from operations and existing cash and cash equivalents. In such circumstances, the Company may reduce its quarterly dividends.

Additional impairment charges could reduce ourprofitability.

We have significant long‐lived tangible and intangible assets recorded on our balance sheets. If our operating results decline, we may incur impairment charges in the future, which could have a material impact on our financial results. We evaluate the recoverability of the carrying amount of our long‐lived tangible and intangible assets on an ongoing basis. There can be no assurance that the outcome of such future reviews will not result in substantial impairment charges. Impairment assessment inherently involves judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions as to prices, costs or other factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions we use in testing for impairment are reasonable, significant changes in any of our assumptions could produce a significantly different result.

Wemaynotbeabletomaintainourcurrentdesigncenterlocationsatcurrentcosts.Wemayalsofailtosuccessfullyselect and secure design center locations at current costs. We may also fail to successfully select and secure design center locations.locations.

 

Our design centers are typically located in busy urban settings as freestanding destinations or as part of suburban strip malls or shopping malls, depending upon the real estate opportunities in a particular market. Our business competes with other retailers and as a result, our success may be affected by our ability to renew current design center leases and to select and secure appropriate retail locations for existing and future design centers.

 

Our results of resultsofoperations for forany quarter arequarterare not necessarily indicative ofnecessarilyindicativeof our results of operationsresultsof operations for a full year.year.

 

Sales of furniture and other home furnishing products fluctuate from quarter to quarter due to such factors as changes in global and regional economic conditions, changes in competitive conditions, changes in production schedules in response to seasonal changes in energy costs and weather conditions, changes in consumer order patterns, and the timing of various promotional events. From time to time, we have experienced, and may continue to experience, volatility with respect to demand for our home furnishing products. Accordingly, results of operations for any quarter are not necessarily indicative of the results of operations for a full year.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Failure to protect our intellectual property could adversely affect us.

 

We believe that our patents,copyrights, trademarks, service marks, trade secrets, copyrights and all of our other intellectual property are important to our success. We rely on patent, trademark, copyright and trade secret laws, and confidentiality and restricted use agreements, to protect our intellectual property and may seek licenses to intellectual property of others. Some of our intellectual property is not covered by any patent, trademark, or copyright or any applications for the same. We cannot provide assurance that agreements designed to protect our intellectual property will not be breached, that we will have adequate remedies for any such breach, or that the efforts we take to protect our proprietary rights will be sufficient or effective. Any significant impairment of our intellectual property rights or failure to obtain licenses of intellectual property from third parties could harm our business or our ability to compete. Moreover, we cannot provide assurance that the use of our technology or proprietary know-howknow‐how or information does not infringe the intellectual property rights of others. If we have to litigate to protect or defend any of our rights, such litigation could result in significant expense.

 

The Company relies heavily on information and technology to operate its business, and any disruption to its technology infrastructure or the internet could harm the Company's operations.

We operate many aspects of our business including financial reporting, and customer relationship management through server and web-based technologies, and store various types of data on such servers or with third-parties who in turn store it on servers and in the “cloud”. Any disruption to the internet or to the Company's or its service providers' global technology infrastructure, including malware, insecure coding, “Acts of God,” attempts to penetrate networks, data theft or loss and human error, could have adverse affects on the Company's operations. While we have invested and continue to invest in information technology risk management, cybersecurity and disaster recovery plans, these measures cannot fully insulate the Company from technology disruptions or data theft or loss and the resulting adverse effect on the Company's operations and financial results.

Wecould incur incursubstantial costs costsdueto compliance with conflict mineral regulations, which may materially adversely affectcompliancewithconflictmineralregulations,whichmaymateriallyadverselyaffect our business, business,operating results,results, and financial condition.financial condition.

 

The SEC has adopted rules regarding disclosure of the use of conflict mineralstantalum, tin, tungsten, and gold (commonly referred to as tantalum, tin, tungsten, and gold)conflict minerals), which are mined from the Democratic Republic of the Congo and surrounding countries. This requirement could affect the sourcing of materials used in some of our products as well as the companies we use to manufacture our products. If our products are found to contain conflict minerals sourced from the Democratic Republic of the Congo or surrounding countries, the Company would take actions such as changing materials or designs to reduce the possibility that the purchase of conflict minerals may fund armed groups in the region. These actions could add engineering and other costs to the manufacture of our products.

 

We expect to incur costs to continue to upgrade our process to discover the origin of the tantalum, tin, tungsten, and gold used in our products, and to audit our conflict minerals disclosures. Our reputation and consequently our financial condition may also suffer if we have included conflict minerals originating in the Democratic Republic of the Congo or surrounding countries in our products, and those conflict minerals funded armed groups in the region.

 

Item 1B.     Unresolved Staff Comments

 

None.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 2.     Properties

 

Our 144,000 sq. ft. corporate headquarters, located in Danbury, Connecticut, and adjacent Ethan Allen Hotel and Conference Center, containing approximately 200 guestrooms, are owned by the Company. The hotel is used primarily for functions and accommodations for the general public as well as in connection with Ethan Allen functions and training programs.

 

We operate eightnine manufacturing facilities located in the U.S., Mexico and Honduras. All of theseThese facilities are owned by the Company and include four case good plants (including one sawmill) totaling 1,731,0001,789,000 square feet, threefour upholstery furniture plants totaling 961,0001,250,000 square feet, and one home accessoryaccent plant of 295,000177,000 square feet. Our wholesale division also owns and operates twothree national distribution and fulfillment centers, one of which shares a facility with our manufacturing, which are a combined 883,0001,001,000 square feet. Two of our case goods manufacturing facilities are located in Vermont, one is in North Carolina and one is in Honduras. We have twothree upholstery manufacturing facilities at our North Carolina campus, and one in Mexico. During fiscal 2017, the Company’s 300,000 square foot expansion at our upholstery plant in Mexico was completed. Our home accents plant is located in New Jersey, and our distribution facilities are located in VirginiaNew Jersey, Oklahoma, and Oklahoma.Virginia.

 

We own three and lease eleven11 retail service centers, totaling 741,000approximately 775,000 square feet. Our retail service centers are located throughout the United States and Canada and serve to support our various retail sales districts.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The location activity and geographic distribution of our retail design center network as offor fiscal years ended June 30 2015 isare as follows:

 

 

Fiscal 2017

  

Fiscal 2016

 
 

Year-to-date Fiscal 2015

  

Year-to-date Fiscal 2014

  

Independent

  

Company-

      

Independent

  

Company-

     
 

Independent retailers

  

Company-operated

  

Total

  

Independent retailers

  

Company-operated

  

Total

  

retailers

  

operated

  

Total

  

retailers

  

operated

  

Total

 

Retail Design Center location activity:

                                                

Balance at beginning of period

  152   143   295   148   147   295   153   143   296   155   144   299 

New locations

  22   4   26   10   9   19   8   6   14   15   10   25 

Closures

  (17)  (5)  (22)  (6)  (13)  (19)  (5)  (2)  (7)  (16)  (12)  (28)

Transfers

  (2)  2   -   -   -   -   (1)  1   -   (1)  1   - 

Balance at end of period

  155   144   299   152   143   295   155   148   303   153   143   296 

Relocations (in new and closures)

  7   2   9   -   6   6   1   2   3   2   6   8 
                                                

Retail Design Center geographic locations:

                                                

United States

  58   137   195   61   135   196   48   142   190   50   137   187 

Canada

  2   6   8   4   6   10   -   6   6   -   6   6 

Asia

  87   -   87   81   -   81 

China

  82   -   82   83   -   83 

Other Asia

  12   -   12   11   -   11 

Europe

  1   1   2   1   2   3   6   -   6   2   -   2 

Middle East

  7   -   7   5   -   5   7   -   7   7   -   7 

Total

  155   144   299   152   143   295   155   148   303   153   143   296 

 

Of the 144148 Company operated retail design centers, 7049 of the properties are owned and 74 of the properties99 are leased, from independent third parties. Of the 70 owned design centers, 17 of which are subject to landground leases. We own sixone and lease four additional retail properties, two of which are leasedsubleased to independent Ethan Allen retailers, and fourthree of which are leasedsubleased to unaffiliated third parties. See Note 7 to the Consolidated Financial Statements included under Item 8 of this Annual Report for more information with respect to our operating lease obligations.

 

We believe that all of our properties are well maintained and in good condition. We estimate that our manufacturing plants are currently operating at approximately 71%61% of capacity based on their current shifts and staffing. We believe we have additional capacity at selected facilities, which we could utilize with minimal additional capital expenditures.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 3.     Legal Proceedings

 

WeIn the ordinary course of our business, we are a party to various legal actions with customers, employeesproceedings and others arising inclaims which we believe are incidental to the normal courseoperation of our business. We maintain liability insurance,Other than as described under Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we believe the ultimate outcome of these proceedings to which is deemed to be adequate for our needs and commensurate with other companies in the home furnishings industry. We believe that the final resolution of pending actions (including any potential liability not fully covered by insurance)we are currently a party will not have a material adverse effect on our business, financial condition,position, results of operations or cash flows.

 

Environmental Matters

We and our subsidiaries are subject to various environmental laws and regulations. Under these laws, we and/or our subsidiaries are, or may be,Regulations issued under the Clean Air Act Amendments of 1990 required to remove or mitigate the effects on the environment of the disposal or release of certain hazardous materials. We believe our currently anticipated capital expenditures for environmental control facility matters are not material.

We are subject to other federal, state and local environmental protection laws and regulations and are involved, from time to time, in investigations and proceedings regarding environmental matters. Such investigations and proceedings typically concern air emissions, water discharges, and/or management of solid and hazardous wastes. We believe that our facilities are in material compliance with all applicable environmental laws and regulations.

Federal and state regulations provided the initiative for usindustry to reformulate certain furniture finishes or institute process changes to reduce emissions of volatile organic compounds. Compliance with many of these requirements has been facilitated through the introduction of high solids coating technology and alternative formulations. In addition, we have instituted a variety of technical and procedural controls, including reformulation of finishing materials to reduce toxicity, implementation of high velocity low pressure spray systems, development of storm water protection plans and controls, and further development of related inspection/audit teams, all of which have served to reduce emissions per unit of production. We remain committed to implementing new waste minimization programs and/or enhancing existing programs with the objective of (i) reducing the total volume of waste, (ii) limiting the liability associated with waste disposal, and (iii) continuously improving environmental and job safety programs on the factory floor which serve to minimize emissions and safety risks for employees. We will continue to evaluate the most appropriate, cost effective, control technologies for finishing operations and design production methods toTo reduce the use of hazardous materials in the manufacturing process.process, we will continue to evaluate the most appropriate, cost-effective control technologies for finishing operations and production methods. We believe that our facilities are in material compliance with all such applicable laws and regulations. Our currently anticipated capital expenditures for environmental control facility matters are not material.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 4.     Mine Safety Disclosures

 

Not applicableapplicable.


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART II

 

Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock is traded on the New York Stock Exchange (“NYSE”) under ticker symbol "ETH". The following table sets forth, for each quarterly period during the past two fiscal years, (i) the intraday high and low sales prices of our common stock as reported on the NYSE and (ii) the dividends per share paiddeclared by us:

 

  

Market Price

  

Dividends

 
  

High

  

Low

  

Per Share

 

Fiscal 2015

            

First Quarter

 $26.84  $22.06  $0.12 

Second Quarter

  31.24   22.58   0.12 

Third Quarter

  32.63   25.31   0.12 

Fourth Quarter

  28.25   23.33   0.14 
             

Fiscal 2014

            

First Quarter

 $31.25  $25.30  $0.10 

Second Quarter

  31.09   23.88   0.10 

Third Quarter

  31.52   24.03   0.10 

Fourth Quarter

  27.63   22.83   0.10 

 

Mr. Kathwari, Chief Executive Officer and President, has certified to the NYSE, pursuant to Section 303A.12 of the NYSE’s Listing Company Manual, that he is unaware of any violation by the Company of the NYSE’s corporate governance listing standards.

  

Market Price

  

Dividends

 
  

High

  

Low

  

Per Share

 

Fiscal 2017

            

First Quarter

 $36.77  $30.63   0.17 

Second Quarter

  38.80   29.20   0.19 

Third Quarter

  37.90   27.75   0.19 

Fourth Quarter

  32.50   26.75   0.19 
             

Fiscal 2016

            

First Quarter

 $31.87  $25.76   0.14 

Second Quarter

  29.65   25.30   0.14 

Third Quarter

  32.10   22.46   0.17 

Fourth Quarter

  35.31   29.39   0.17 

 

As of July 31, 2015,2017, there were 247255 shareholders of record of our common stock. Management estimates there are approximately 9,000 beneficial shareholders of the Company’s common stock. The Company’s policy is to issue quarterly dividends, and we expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.

 

Equity Compensation Plan Information

 

The Equity Compensation Plan Information required by this Item will appear in the Ethan Allen Interiors Inc. proxy statement for the Annual Meeting of Shareholders scheduled to be held on OctoberNovember 15, 20152017 and is incorporated herein by reference in the introductory paragraph of Part III of this Annual Report.

 

Issuer Purchases of Equity Securities

During the fiscal year ended June 30, 20152017 the Company repurchased 645,831357,363 shares of our common stock at an average price of $25.50$28.67 per share. Certain information regarding purchases of our common stock made by us during the three months ended June 30, 20152017 is as follows:

 

          

Total Number of

  

Maximum Number of

 
          

Shares Purchased

  

Shares that May Yet

 
  

Number of

  

Average

  

as Part of Publicly

  

Be Purchased

 
  

Shares

  

Price Paid

  

Announced

  

Under the

 
  

Purchased

  

Per Share

  

Plans or Programs

  

Plans or Programs

 

Period

                

April 2015

  100,000  $24.88   100,000   2,897,724 

May 2015

  416,329  $25.34   416,329   2,481,395 

June 2015

  25,736  $24.89   25,736   2,455,659 

Total

  542,065  $25.23   542,065     

 

          

Total Number of

  

Maximum Number of

 
          

Shares Purchased

  

Shares that May Yet

 
  

Number of

  

Average

  

as Part of Publicly

  

Be Purchased

 
  

Shares

  

Price Paid

  

Announced

  

Under the

 
  

Purchased

  

Per Share

  

Plans or Programs

  

Plans or Programs

 

Period

                

April 2017

  -  $-   -   1,650,160 

May 2017

  186,167  $27.62   186,167   1,463,993 

June 2017

  63,496  $27.35   63,496   1,400,497 

Total

  249,663  $27.55   249,663     


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

On November 21, 2002, our Board of Directors approved a share repurchase program authorizing us to repurchase up to 2,000,000 shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent to that date, the Board of Directors increased the remainingaggregate authorization under the repurchase program on several separate occasions, the last of which was on April 13, 2015 when the Board of Directors increased the purchaseaggregate authorization to approximately 3,000,000 shares.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant.

 

Comparative Company Performance

 

The following line graph compares the cumulative total stockholder return for the Company with the S&P 500 Index, and the S&P Retail Select Industry Index (SPSIRE), assuming $100 was invested on June 30, 2010.2011.

 

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 6.     Selected Financial Data

 

The following table presents selected financial data for the fiscal years ended June 30, 2015, 2014, 2013 2012 and 2011through 2017 that has been derived from our consolidated financial statements (dollar amounts in thousands except per share data).statements. The information set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of this Annual Report and our Consolidated Financial Statements (including the notes thereto) included under Item 8 of this Annual Report. Dollar amounts are in thousands except per share data.

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2015

  

2014

  

2013

  

2012

  

2011

  

2017

  

2016

  

2015

  

2014

  

2013

 

Consolidated Operations Data

                                        

Net Sales

 $754,600  $746,659  $729,083  $729,373  $678,960  $763,385  $794,202  $754,600  $746,659  $729,083 

Cost of Sales

  343,437   340,163   330,734   339,085   329,500   343,662   351,966   343,437   340,163   330,734 

Selling, general andadministrative expenses

  345,229   336,860   337,912   340,591   317,527   361,773   353,057   345,229   336,860   337,912 

Operating income (loss)

  65,934   69,636   60,437   49,697   31,933 

Operating income

  57,950   89,179   65,934   69,636   60,437 

Interest and other expense, net

  9,251   7,234   10,263   8,458   5,562   955   1,223   9,251   7,234   10,263 

Income (loss) before incometax expense

  56,683   62,402   50,174   41,239   26,371 

Income before incometax expense

  56,995   87,956   56,683   62,402   50,174 

Income tax expense (benefit)

  19,541   19,471   17,696   (8,455)  (2,879)  20,801   31,319   19,541   19,471   17,696 

Net income (loss)

 $37,142  $42,931  $32,478  $49,694  $29,250 
                    

Net income

 $36,194  $56,637  $37,142  $42,931  $32,478 
                                        

Per Share Data

                                        

Net income (loss) per basicshare

 $1.29  $1.48  $1.13  $1.72  $1.02 

Net income per basicshare

 $1.31  $2.02  $1.29  $1.48  $1.13 

Basic weighted average sharesoutstanding

  28,874   28,918   28,864   28,824   28,758   27,679   28,072   28,874   28,918   28,864 

Net income (loss) per dilutedshare

 $1.27  $1.47  $1.11  $1.71  $1.01 

Net income per dilutedshare

 $1.29  $2.00  $1.27  $1.47  $1.11 

Diluted weighted averageshares outstanding

  29,182   29,276   29,239   29,109   28,966   27,958   28,324   29,182   29,276   29,239 

Cash dividends per share

 $0.50  $0.40  $0.77  $0.30  $0.22  $0.74  $0.62  $0.50  $0.40  $0.77 
                                        

Other Information

                                        

Depreciation and amortization

 $19,142  $17,930  $18,008  $18,581  $20,816  $20,115  $19,353  $19,142  $17,930  $18,008 

Capital expenditures andacquisitions

 $21,778  $19,305  $19,775  $23,404  $12,051  $18,321  $23,132  $21,778  $19,305  $19,775 

Working capital

 $129,705  $169,582  $127,631  $131,715  $113,912  $116,653  $124,857  $130,012  $169,582  $127,631 

Current ratio

  1.92 to 1   2.25 to 1   1.96 to 1   1.87 to 1   1.74 to 1   1.92 to 1   2.01 to 1   1.92 to 1   2.25 to 1   1.96 to 1 

Effective tax rate

  34.5%  31.2%  35.3%  -20.5%  -10.9%  36.5%  35.6%  34.5%  31.2%  35.3%
                                        

Balance Sheet Data (at end of period)

                                        

Total assets

 $607,308  $654,434  $617,285  $644,788  $628,325  $568,222  $577,409  $605,977  $654,434  $617,285 

Total debt, including capitallease obligations

  77,568   130,912   131,289   154,500   165,032   14,339   41,838   76,237   130,912   131,289 

Shareholders' equity

 $370,535  $367,467  $334,357  $321,868  $281,687  $400,896  $392,202  $370,535  $367,467  $334,357 

Debt as a percentage of equity

  20.9%  35.6%  39.3%  48.0%  58.6%  3.6%  10.7%  20.6%  35.6%  39.3%

Debt as a percentage of capital

  17.3%  26.3%  28.2%  32.4%  36.9%  3.5%  9.6%  17.1%  26.3%  28.2%

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operation

 

The following discussion of financial condition and results of operations is based upon, and should be read in conjunction with, our Consolidated Financial Statements (including the notes thereto) included under Item 8 of this Annual Report.

 

Forward-Looking Statements

 

Management's discussion and analysis of financial condition and results of operations and other sections of this Annual Report on Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent management’s beliefs and assumptions concerning future events based on information currently available to us relating to our future results. Such forward-looking statements are identified in this Annual Report on Form 10-K and in documents incorporated herein by reference by use of forward-looking words such as "anticipates""anticipate", "believes""believe", "plans""plan", "estimates""estimate", "expects""expect", "intend", “will”, “may”, “continue”, “project”, ”target”, “outlook”, “forecast”, “guidance”, and "intends" or words or phrasessimilar expressions and the negatives of similar expression.such forward-looking words. These forward-looking statements are subject to management decisions and various assumptions about future events, and are not guarantees of future performance. Actual results could differ materially from those anticipated in the forward-looking statements due to a number of risks and uncertainties including, but not limited to: the potential effects of natural disasters affectingcompetition from overseas manufacturers and domestic retailers; our suppliersanticipating or trading partners; the effects of labor strikes; weatherresponding to changes in consumer tastes and trends in a timely manner; our ability to maintain and enhance our brand, marketing and advertising efforts and pricing strategies; changes in global and local economic conditions that may adversely affect sales; volatility in fuel, utility, transportationconsumer demand and security costs;spending, our manufacturing operations or sources of merchandise and international operations; changes in global or regional political orU.S. policy related to imported merchandise; an economic conditions, including changes in governmentaldownturn; our limited number of manufacturing and central bank policies; changes in business conditionslogistics sites; fluctuations in the furniture industry, including changes inprice, availability and quality of raw materials; environmental, health and safety requirements; product safety concerns; disruption to our technology infrastructure (including cyber attacks); increasing labor costs, competitive labor markets and our continued ability to retain high-quality personnel and risks of work stoppages; loss of key personnel; our ability to obtain sufficient external funding to finance our operations and growth; access to consumer spending patterns and demand for home furnishings; effectscredit; the effect of operating losses on our brand awareness and marketing programs, including changes in demand for our existing and new products;ability to pay cash dividends; our ability to locate new design center sites and/or negotiate favorable lease terms for additional design centers or for the expansion of existing design centers; competitive factors, including changes in products or marketing efforts of others; pricing pressures; fluctuations in interest rates and the cost, availability and quality of raw materials; the effects of terrorist attacks or conflicts or wars involving the United States or its allies or trading partners; and those matters discussed in Items 1A and 7A of this Annual Report on Form 10-K and in our other SEC filings; and our future decisions.filings. Accordingly, actual circumstances and results could differ materially from those contemplated by the forward-looking statements.

 

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Critical Accounting Policies

 

Our consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require, in some cases, that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Estimates are based on currently known facts and circumstances, prior experience and other assumptions believed to be reasonable.reasonable assumptions. We use our best judgment in valuing these estimates and may, as warranted, solicit external advice. Actual results could differ from these estimates, assumptions and judgments, and these differences could be material. The following critical accounting policies, some of which are impacted significantly by estimates, assumptions and judgments, affect our consolidated financial statements.

 

Inventories– Inventories (finished goods, work in process and raw materials) are stated at the lower of cost, determined on a first-in, first-out basis, or market. Cost is determined based solely on those charges incurred in the acquisition and production of the related inventory (i.e. material, labor and manufacturing overhead costs). We estimate an inventory reserve for excess quantities and obsolete items based on specific identification and historical write-downs, taking into account future demand and market conditions. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Revenue Recognition – Revenue is recognized when all of the following have occurred: persuasive evidence of a sales arrangement exists (e.g., a wholesale purchase order or retail sales invoice); the sales arrangement specifies a fixed or determinable sales price; title and risk of ownership has passed to the customer; no specific performance obligations remain; product is shipped or services are provided to the customer; collectability is reasonably assured. As such, revenue recognition generally occurs upon the shipment of goods to independent retailers or, in the case of Ethan Allen operated retail design centers, upon delivery to the customer. If a shipping charge is billed to customers, this is included in revenue. Recorded sales provide for estimated returns and allowances. We permit our customers to return defective products and incorrect shipments, and terms we offer are standard for the industry.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Allowance for Doubtful Accounts – We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates.

 

Retail Design Center Acquisitions- We account for the acquisition of retail design centers and related assets with the purchase method. Accounting for these transactions as purchase business combinations requires the allocation of purchase price paid to the assets acquired and liabilities assumed based on their fair values as of the date of the acquisition. The amount paid in excess of the fair value of net assets acquired is accounted for as goodwill.

 

Impairment of Long-Lived Assets and Goodwill –Goodwill–Goodwill and other indefinite-lived intangible assets are evaluated for impairment on an annual basis during the fourth quarter of each fiscal year, and between annual tests whenever events or circumstances indicate that the carrying value of the goodwill or other intangible asset may exceed its fair value. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and determine whether the carrying value exceeds the fair value using a quantitative assessment as described below.assessment.

 

The recoverability of long-lived assets areis evaluated for impairment by determiningwhenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset or asset group. Our assessment of recoverability determines whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.

To evaluate goodwill using a quantitative assessment, the Company determines the current fair value of the reporting units using a combination of “Market” and “Income” approaches. In the Market approach, the “Guideline Company” method is used, which focuses on comparing the Company’s risk profile and growth prospects to reasonably similar publicly traded companies. Key assumptions used for the Guideline Company method are total invested capital (“TIC”) multiples for revenues and operating cash flows, as well as consideration of control premiums. The TIC multiples are determined based on public furniture companies within our peer group, and if appropriate, recent comparable transactions are considered. Control premiums are determined using recent comparable transactions in the open market. Under the Income approach, a discounted cash flow method is used, which includes a terminal value, and is based on external analyst financial projection estimates, as well as internal financial projection estimates prepared by management. The long-term terminal growth rate assumptions reflect our current long-term view of the market in which we compete. Discount rates use the weighted average cost of capital for companies within our peer group, adjusted for specific company risk premium factors.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The fair value of our trade name, which is the Company’s only indefinite-lived intangible asset other than goodwill, is valued using the relief-from-royalty method. Significant factors used in trade name valuation are rates for royalties, future growth, and a discount factor. Royalty rates are determined using an average of recent comparable values. Future growth rates are based on the Company’s perception of the long-term values in the market in which we compete, and the discount rate is determined using the weighted average cost of capital for companies within our peer group, adjusted for specific company risk premium factors.

 

In the fourth quarter of fiscal years 2015, 20142017, 2016 and 2013,2015, the Company performed qualitative assessments of the fair value of the wholesale reporting unit and concluded that the fair value of its goodwill exceeded its carrying value. In fiscal year 2011 the Company performed a quantitative assessment and determined the fair value of its wholesale reporting unit exceeded its carrying value by a substantial margin. The fair value of the trade name exceeded its carrying value by a substantial margin in fiscal years 2015, 2014,2017, 2016, and 2013.To2015.To calculate fair value of these assets, management relies on estimates and assumptions which by their nature have varying degrees of uncertainty. Wherever possible, management therefore looks for third party transactions to provide the best possible support for the assumptions incorporated. Management considers several factors to be significant when estimating fair value including expected financial outlook of the business, changes in the Company’s stock price, the impact of changing market conditions on financial performance and expected future cash flows, and other factors. Deterioration in any of these factors may result in a lower fair value assessment, which could lead to impairment of the long-lived assets and goodwill of the Company.

 

Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Additional factors that we consider when making judgments about the deferred tax valuation include tax law changes, a recent history of cumulative losses, and variances in future projected profitability.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The Company evaluates, on a quarterly basis, uncertain tax positions taken or expected to be taken on tax returns for recognition, measurement, presentation, and disclosure in its financial statements. If an income tax position exceeds a 50% probability of success upon tax audit, based solely on the technical merits of the position, the Company recognizes an income tax benefit in its financial statements. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The liability associated with an unrecognized tax benefit is classified as a long-term liability except for the amount for which a cash payment is expected to be made or tax positions settled within one year. We recognize interest and penalties related to income tax matters as a component of income tax expense.

 

Business Insurance Reserves – We have insurance programs in place to cover workers’ compensation and property/casualty claims. The insurance programs, which are funded through self-insured retention, are subject to various stop-loss limitations. We accrue estimated losses using actuarial models and assumptions based on historical loss experience. Although we believe that the insurance reserves are adequate, the reserve estimates are based on historical experience, which may not be indicative of current and future losses. In addition, the actuarial calculations used to estimate insurance reserves are based on numerous assumptions, some of which are subjective. We adjust insurance reserves, as needed, in the event that future loss experience differs from historical loss patterns.

 

Other Loss Reserves – We have a number of other potential loss exposures incurred in the ordinary course of business such as environmental claims, product liability, litigation, tax liabilities, restructuring charges, and the recoverability of deferred income tax benefits. Establishing loss reserves for these matters requires the use of estimates and judgment with regard to maximum risk exposure and ultimate liability or realization. As a result, these estimates are often developed with our counsel, or other appropriate advisors, and are based on our current understanding of the underlying facts and circumstances. Because of uncertainties related to the ultimate outcome of these issues or the possibilities of changes in the underlying facts and circumstances, additional charges related to these issues could be required in the future.

 

Results of Operations

In this Item 7 of this Annual Report , unless otherwise noted, all comparisons are from the fiscal year ended June 30, 2017 to the prior fiscal year ended June 30, 2016 ($ in millions except per share amounts).

A summary of our consolidated operations for the past three fiscal years is presented in the following table.

  

Fiscal years ended June 30,

  

2017

  

%

  

2016

  

%

  

2015

  

%

  

Net sales

 $763.4   100.0% $794.2   100.0% $754.6   100.0% 

Gross profit

 $419.7   55.0% $442.2   55.7% $411.2   54.5% 

SG&A

 $361.8   47.4% $353.1   44.5% $345.2   45.7% 

Operating income

  58.0   7.6%  89.2   11.2%  65.9   8.7% 

Net income

  36.2   4.7%  56.6   7.1%  37.1   4.9% 

Earnings per diluted share

 $1.29      $2.00      $1.27      

Net cash provided by operating activities

 $78.6      $58.4      $55.1      

A summary of changes from the preceding fiscal year are presented in the following table.

  Fiscal years ended June 30,  
  2017  2016  2015 

Net sales

  -3.9%  5.2%  1.1%

Operating income

  -35.0%  35.3%  -5.3%

Net income

  -36.1%  52.5%  -13.5%

Earnings per diluted share

  -35.5%  57.5%  -13.6%

Net cash provided by operating activities

  34.7%  5.9%  -8.0%

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

ResultsBeginning in the fall of Operations2014, we commenced a major transformation of our product offerings in several phases. We introduced Casual Classics during the first phase in the fall of 2014. In the spring and summer of 2015, we launched the second phase, Romantic Classics. We launched the third phase in the fall of 2015, during which we further developed Romantic Classics. We further expanded our Casual Classics with three new design projections; Buckhead introduced in June 2016; Santa Monica introduced in July 2016; and Brooklyn introduced in August 2016. These new product offerings were followed by the introduction of our Ethan Allen | Disney home line in November 2016. We believe that we are now well positioned to benefit from this major product refresh. While we implement major product introductions, such as the introductions described above, our wholesale segment experiences some disruptions in manufacturing as we change tooling and manufacturing methods, build prototypes and then ramp up production. In our retail segment, some disruption also occurs in our design centers as we update floor displays, and sell the remainder of our older products on clearance to make space for the new product. These disruptions may affect sales and expenses.

 

For the year ended June 30, 2015, ourOur net sales were $754.6 million, and gross profit was $411.2 million, both increasing 1.1% compared to fiscal 2014. Operating income decreased 5.3% overfrom the prior fiscal year, following three years of growth. While our new introductions and marketing efforts have gained traction with consumers, the retail consumer market in the United States faced a difficult year. Gross margin, while remaining at a high level historically, was below the prior year primarily due to an inventory write-down of $6.4 million during the third quarter of fiscal 2017. Operating expenses increased as a percentage of sales, mostly due to a 16.5% increase in advertising expenses. This resulted in a net decrease in earnings per diluted share was $1.27,of $0.71, which was 13.6% belowfollowed an increase of $0.73 in the year ended June 30, 2014.previous fiscal year. Net cash provided by operating activities was $55.1 million, a $4.8 million decrease over the prior fiscal year. Our wholesale divisionalong with operating income grew $9.2 million, while the retail division’s operating income was down $8.8 million from the prior fiscal year. Our liquidity continues to be strong, enablingcash enabled us to reduce our debt by $53.3 million and increase our dividend payments during the fiscal year by 18.2% to $13.3 million, and repurchase $16.5$10.2 million of our common stock.stock under our share repurchase program, pay down $25.0 million of our debt earlier than scheduled, and return $20.0 million in cash dividends to our shareholders. At June 30, 20152017 we had total cash and securities of $86.4$65.0 million, and working capital of $129.7$116.7 million.

 

Net sales for our wholesaleThe components of consolidated revenues and operating income (loss) by business segment forare as follows (in millions):

  

Fiscal Year Ended June 30,

 
  

2017

  

2016

  

2015

 

Revenue:

            

Wholesale segment

 $453.3  $491.5  $469.4 

Retail segment

  603.7   626.5   579.7 

Elimination of inter-segment sales

  (293.6)  (323.8)  (294.5)

Consolidated revenue

 $763.4  $794.2  $754.6 
             

Operating income :

            

Wholesale segment

 $53.5  $74.4  $67.0 

Retail segment

  1.2   16.5   1.7 

Adjustment for inter-company profit (1)

  3.3   (1.7)  (2.8)

Consolidated operating income

 $58.0  $89.2  $65.9 

(1)

Represents the change in wholesale profit contained in Ethan Allen operated design center inventory existing at the end of the period.

A summary by business segment of annual percentage changes from the preceding fiscal 2015 grew 3.5% over the prior fiscal year, while net sales for our retail segment decreased 0.2% over the same period. Total written orders booked by our retail segment increased 3.9% for fiscal 2015 compared to fiscal 2014, and comparable design center written orders increased 4.4%. Net sales for the fourth quarter of fiscal 2015 compared to the prior year increased 0.2% in wholesale and decreased 2.3% in our retail segment, while total written orders booked by our retail segment increased 11.2% over the same period. Backlogs at June 30 2015 compared to one year earlieryears are up 41.8% and 18.6% by our wholesale and retail segments respectively. During fiscal 2015 our retail segment had significantly more clearance sales thanpresented in the prior year period as we sold off floor samples at a discount to make room for the first two phases of new product introductions, which impacted both retail sales and gross margin. We anticipate these clearance sales to continue during the first half of fiscal 2016 as we make room for the third phase of the product refresh that began in the first half of fiscal 2015.following tables.

 

We continue to make investments to strengthen the level of service, professionalism, interior design competence, efficiency, and effectiveness of the retail network design center personnel. We believe that over time, we will continue to benefit from (i) continuous repositioning and opening of new design centers in our retail network, (ii) frequent new product introductions, (iii) new and innovative marketing promotions and effective use of targeted advertising media, and (iv) continued use of the latest technology coupled with personal service from our interior design professionals. We believe our network of professionally trained interior design professionals differentiates us significantly from others in our industry.

   Fiscal Year Ended June 30, 
   2017   2016   2015 

Wholesale segment

            

Revenue

  -7.8%  4.7%  3.5%

Operating Income

  -28.1%  11.1%  15.9%

   Fiscal Year Ended June 30, 
    2017   2016    2015  

Retail segment

            

Revenue

  -3.6%  8.1%  -0.2%

Comparable design center revenue

  -4.6%  8.3%  0.0%

Total written orders

  -0.6%  1.7%  3.9%

Comparable design center written orders

  -2.5%  1.8%  4.0%

Operating Income

  -92.7%  853.1%  -83.6%


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Our manufacturing and logistics operations gained efficiency by adding capacity in North Carolina and adding new technology to our operations. We estimate our manufacturing facilities are currently operating at approximately 71% of capacity based on their current shifts and staffing. We believe we have sufficient scalable capacity that can support strong sales growth whilemaintaining control over cost, quality and service to our customers.

Business Results:

 

Our revenues are comprisedcomposed of (i) wholesale sales to independently operated and Company operated retail design centers and (ii) retail sales of Company operated design centers. See Note 15 to our Consolidated Financial Statements for the year ended June 30, 20152017 included under Item 8 of this Annual Report.

 


Fiscal 2017 Compared to Fiscal 2016

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESConsolidated revenue was $763.4 million compared to $794.2 million. There was a year-over-year decline in sales in both the wholesale and retail segments.

 

The components of consolidated revenues and operating income (loss) are as follows (in millions):

  

Fiscal Year Ended June 30,

 
  

2015

  

2014

  

2013

 

Revenue:

            

Wholesale segment

 $469.4  $453.6  $434.4 

Retail segment

  579.7   580.7   578.3 

Elimination of inter-segment sales

  (294.5)  (287.6)  (283.6)

Consolidated revenue

 $754.6  $746.7  $729.1 
             

Operating income :

            

Wholesale segment

 $67.0  $57.8  $50.8 

Retail segment

  1.7   10.5   8.0 

Adjustment for inter-company profit (1)

  (2.8)  1.3   1.6 

Consolidated operating income

 $65.9  $69.6  $60.4 

(1)

Represents the change in wholesale profit contained in Ethan Allen operated design center inventory existing at the end of the period.

Fiscal 2015 Compared to Fiscal 2014

Consolidated revenue for the fiscal year ended June 30, 2015 was $754.6 million compared to $746.7 million for fiscal 2014. There was year-over-year sales growth in the wholesale segment and a slight decline in the retail segment.The increase in the wholesale segment in the current fiscal year was primarily due to higher shipments internationally and to our retail segment.

Wholesale revenue for fiscal 2015 increased decreased by $15.8$38.1 million, or 3.5%7.8%, to $469.4$453.3 million from $453.6 million in the prior fiscal year.$491.5 million. The year-over-year increasedecrease was attributable to increasedlower sales to both our Company operated design centers and domestic independent retailers, worldwide. Orders similarly increased 7.7% during the same period. The number of totalpartly offset by an increase to our international independent design centers, primarily in China. There were 303 design centers globally as of June 30, 20152017, an increase of seven. There was 299, which increased by four from June 30, 2014. Thea net increase of two independently operated retail network netlocations, which included a decrease of relocations, increasedone legacy location in the U.S. and the purchase of one independently owned location by three design centersthe Company, bringing the total U.S. independent total to 155 at June 30, 2015 including48, and a net increasedecrease of one location in China, bringing the China total to 82. Other international dealers opened five locations to 75 in China.Ournew locations.Our international net sales to independent retailers was 7.5%6.5% of our consolidated net sales for the fiscal year ended June 30, 2015 compared to 6.5% the previous fiscal year.5.4%.

 

Retail revenue from Ethan Allen operated design centers for the twelve months ended June 30, 2015 decreased by $1.0$22.8 million, or 0.2%3.6%, to $579.7$603.7 million from $580.7 million for the twelve months ended June 30, 2014.$626.5 million. Comparable store revenue decreased 4.6%. Year-over-year, written orders for the Company operated design centers increased 3.9%decreased 0.6% and comparable design centers written business increased 4.4% Net salesorders decreased 2.5%. Consumer spending patterns were impacted by the increased level of clearance salesdisrupted during fiscal 2015 as compared to fiscal 2014. The strengthening of the U.S. dollar to the Canadian dollar and euro resulted in an average decrease in sales of 0.5% due to the seven to eight design centers we operated in Canada and Europe throughout the fiscal year. The increase in written orders is reflected inyear, especially around the 18.6% increase in ending backlog at June 30 2015.election cycle, and negatively impacted sales.

 

Gross profit for fiscal 2015 increased decreased to $411.2$419.7 million from $406.5$442.2 million. The $22.5 million in fiscal 2014. The $4.7 million increasedecrease in gross profit was primarily attributable to increasesdecreases in both our retail and wholesale segment net sales and a write-down of both manufacturing efficiency and net sales.inventory of $6.4 million in the third quarter of fiscal 2017. This was partly offset by a lowerslightly higher mix of retail net sales to consolidated net sales in the current fiscal year of 76.8%79.1% compared to the 77.8%78.9% in the prior fiscal year, and a net increasedecrease in cost of goods sold due to the eliminationnet release of intercompany profit previously held in ending inventory.

Operating expenses increased $8.7 million or 2.5% to $361.8 million or 47.4% of net sales in fiscal 2017 from $353.1 million or 44.5% of net sales in fiscal 2016. The increase in fiscal year 2017 expenses in absolute dollars and as a percent of net sales is primarily due to increased advertising costs, a loss on disposal of real estate in fiscal 2017 compared to a gain on real estate sales in the prior fiscal year, and an increase in retail occupancy expense associated with a net increase of five design centers, partly offset by a reduction in incentive compensation.

Operating income for the fiscal year ended June 30, 2017 totaled $58.0 million, or 7.6% of net sales, compared to $89.2 million, or 11.2% of net sales, in the prior fiscal year.Wholesale operating income for fiscal 2017 totaled $53.5 million, or 11.8% of net sales, as compared to $74.4 million, or 15.1% of net sales, in the prior year.Retail operating income was $1.2 million, or 0.2% of sales, for fiscal 2017, compared to $16.5 million, or 2.6% of sales, for fiscal 2016, a decrease of $15.3 million. The decrease in consolidated operating income was primarily attributable to decreased net sales, an inventory write-down at both our wholesale and retail segments due to a decision to reduce clearance and discontinued inventory by donation, increased advertising expenses, the net impact of real estate dispositions, and an increase in retail occupancy expense, partly offset by the net release of intercompany profit previously held in ending inventory and a reduction in incentive compensation.

Interest and other related financing costs decreased $0.4 million to $1.2 million from $1.6 million in the prior fiscal year. The decrease is primarily due to lower interest expense throughout fiscal 2017 due todebt repayments during fiscal 2017 including a $25.0 million paydown on our revolving credit facility to reduce our future debt carrying costs.

Income taxexpense was $20.8 million for fiscal 2017 and $31.3 million for fiscal 2016. Our effective tax rate for fiscal 2017 was 36.5% compared to 35.6% in fiscal 2016.The effective tax rate for both fiscal years primarily includes tax expense on that fiscal year’s net income, and tax and interest expense on uncertain tax positions, partially offset by the reversal and recognition of some uncertain tax positions.

Net income for fiscal 2017 was $36.2 million as compared to $56.6 million in fiscal 2016. Net income per diluted share totaled $1.29 in fiscal 2017 compared to $2.00 per diluted share in the prior fiscal year.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Fiscal 2016 Compared to Fiscal 2015

Consolidated revenue for the fiscal year ended June 30, 2016 was $794.2 million compared to $754.6 million for fiscal 2015. There was year-over-year sales growth in both the wholesale and retail segments.

Operating expensesWholesale revenue for fiscal 2016 increased $8.4by $22.1 million, or 2.5%4.7%, to $491.5 million from $469.4 million in the prior fiscal year. The year-over-year increase was attributable to increased sales to our Company operated design centers and domestic independent retailers, partly offset by a decrease to our international independent design centers, primarily in China. There were 296 design centers globally as of June 30, 2016, a decrease by three from June 30, 2015. There was a net decrease of two independently operated retail network locations, which included a decrease of eight legacy locations in the U.S., bringing the total U.S. independent total to 50, and a net increase of eight new locations in China, bringing the China total to 83.Our international net sales to independent retailers was 5.4% of our consolidated net sales for the fiscal year ended June 30, 2016 compared to 7.5% the previous fiscal year.

Retail revenue from Ethan Allen operated design centers for the twelve months ended June 30, 2016 increased by $46.8 million, or 8.1%, to $626.5 million from $579.7 million for the twelve months ended June 30, 2015. Comparable store revenue increased 8.5%. Year-over-year, written orders for the Company operated design centers increased 1.7% and comparable design centers written orders increased 1.8%. A higher increase in net sales relative to written orders is reflected in the 13.1% decrease in ending backlog at June 30 2016.

Gross profit for fiscal 2016 increased to $442.2 million from $411.2 million in fiscal 2015. The $31.1 million increase in gross profit was attributable to increases in both our retail and wholesale segment net sales, as well as a higher mix of retail net sales to consolidated net sales in fiscal 2016 of 78.9% compared to the 76.8% in the prior fiscal year.

Operating expenses increased $7.8 million or 2.3% to $353.1 million or 44.5% of net sales in fiscal 2016 from $345.2 million or 45.7% of net sales in fiscal 2015 from $336.9 million or 45.1% of net sales in fiscal 2014.2015. The increase in currentfiscal year 2016 expenses in absolute dollars is primarily due to increased variable costs associated with strengthening our management teamincreased sales in the retail segment, increased maintenance and repair costs and depreciation expense associated with our retail design center refurbishing efforts undertakenboth business segments. As a percentage of net sales, expenses decreased during fiscal 2016 as compared to fiscal 2015 and increased expenseprimarily due to gains associated with the disposal of real estate duein fiscal 2016 compared to our continual repositioning ofexpenses in the retail network.prior fiscal year.

 

Operating income for the fiscal year ended June 30, 20152016 totaled $89.2 million, or 11.2% of net sales, compared to $65.9 million, or 8.7% of net sales, compared to $69.6 million, or 9.3% of net sales, in the prior fiscal year.Wholesaleyear.Wholesale operating income for fiscal 20152016 totaled $74.4 million, or 15.1% of net sales, as compared to $67.0 million, or 14.3% of net sales, as compared to $57.8 million, or 12.7% of net sales, in the prior year.Retail operating income was $16.5 million, or 2.6% of sales, for fiscal 2016, compared to $1.7 million, or 0.3% of sales, for fiscal 2015, compared to $10.5 million, or 1.8%an increase of sales, for fiscal 2014, a decrease of $8.8$14.7 million. The reductionincrease in consolidated operating income was primarily attributable to increased operating expenses in our retail segmentnet sales, and increased clearance salesthe net impact of real estate dispositions on both fiscal years as previously discussed, and an increase in the intercompany profit in ending inventory, partly offset by increases in our wholesale segment due to efficiency and volume.discussed.

 

Interest and other income, net was $0.4 million in fiscal 2016 compared to an expense of $3.3 million in fiscal 2015 compared to income of $0.3 million in2015. The prior fiscal 2014. The current fiscal yearincludedyearincluded a loss on the early extinguishment of our Senior Notes in the quarter ended March 31, 2015 of $3.7 million, which consisted of a $3.5 million “make whole” payment, and the write-off of unamortized balances of original issue discount, deferred financing fees and derivative instruments.

 

Interest and other related financing costs decreased $4.3 million to $1.6 million tofrom $5.9 million from $7.5 million in the prior fiscal year. The decrease is primarily due to lesslower interest expense throughout fiscal 2015, from lower debt2016 due to the Senior Note repurchases during fiscal 2014 and the early extinguishment of our Senior Notes in the quarter ended March 31, 2015.2015, as well as further debt repayments during fiscal 2016.

 

Income taxexpense was $31.3 million for fiscal 2016 and $19.5 million for both fiscal 2015 and fiscal 2014.2015. Our effective tax rate for fiscal 20152016 was 34.5%35.6% compared to 31.2%34.5% in fiscal 2014. 2015.The current fiscal year effective tax rate for both fiscal years primarily includes tax expense on that fiscal year’s net income, and the recognition of certain previously unrecognized tax benefits, partly offset by recording tax and interest expense on additional uncertain tax positions. The prior period effective tax rate includes tax expense on income, the benefit from the reversal of valuation allowances against certain deferred tax assets in the retail segment, and the recognition of certain previously unrecognized tax benefits,positions, partially offset by taxthe reversal and interest expense on additionalrecognition of some uncertain tax positions.

 

Net income for fiscal 20152016 was $37.1$56.6 million as compared to $42.9$37.1 million in fiscal 2014.2015. Net income per diluted share totaled $1.27$2.00 in the current fiscal year2016 compared to $1.47$1.27 per diluted share in the prior fiscal year.

 

Fiscal 2014 Compared to Fiscal 2013

Consolidated revenuefor the fiscal year ended June 30, 2014 was $746.7 million compared to $729.1 million in fiscal 2013. There was year-over-year sales growth in both the wholesale and retail segments.The increase in the wholesale segment was partly due to higher international shipments in the current year and increased shipments to the retail segment.

Wholesale revenue for fiscal 2014 increased by $19.2 million, or 4.4%, to $453.6 million from $434.4 million in fiscal 2013. The year-over-year increase was attributable to increased sales to both our Company operated design centers and independent retailers worldwide. Orders similarly increased 4.3% during the same period. The number of total design centers globally as of June 30, 2014 was 295, which was unchanged from June 30, 2013. The independently operated retail network increased by four net design centers to 152 at June 30, 2014 including a net increase of 2 locations to 70 in China. The count of Ethan Allen operated design centers was 143 at June 30, 2014 and 147 at June 30, 2013, and we opened nine design centers (six of which were relocations), and closed seven design centers.Our international net sales to independent retailers were 6.5% of our consolidated net sales for the year ended June 30, 2014 compared with 5.1% for the year ended June 30, 2013.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Retail revenue from Ethan Allen operated design centers for the twelve months ended June 30, 2014 increased by $2.5 million, or 0.4%, to $580.7 million from $578.3 million for the twelve months ended June 30, 2013.Year-over-year, written orders for the Company operated design centers increased 1.0% and comparable design centers written business increased 3.0%.

Gross profit for fiscal 2014 increased to $406.5 million from $398.3 million in fiscal 2013. The $8.1 million increase in gross profit was primarily attributable to the increase in wholesale net sales of 4.4% or $19.2 million. Our consolidated gross margin decreased to 54.4% for fiscal 2014 from 54.6% in fiscal 2013 as a result, primarily, of the lower mix of retail net sales to consolidated net sales in the current year (77.8%) compared to the prior fiscal year (79.3%).

Operating expenses decreased $1.1 million or 0.3% to $336.9 million or 45.1% of net sales in fiscal 2014 from $337.9 million or 46.3% of net sales in fiscal 2013. The decrease in current year expenses is primarily due to operating efficiencies, partly offset by higher variable costs on increased sales.

Operating income for the year ended June 30, 2014 totaled $69.6 million, or 9.3% of net sales, compared to $60.4 million, or 8.3% of net sales, in fiscal 2013.Wholesale operating income for fiscal 2014 totaled $57.8 million, or 12.7% of net sales, as compared to $50.8 million, or 11.7% of net sales, in fiscal 2013. Retail operating income was $10.5 million, or 1.8% of sales, for fiscal 2014, compared to $8.0 million, or 1.4% of sales, for fiscal 2013, an improvement of $2.5 million. The improvement in consolidated operating income was primarily attributable to an increase in sales volume for both the retail and wholesale segments and the improved gross profit in the wholesale segment leveraged against tightly controlled operating expenses.

Interest and other income, net was $0.3 million in fiscal 2014 compared to an expense of $1.5 million in fiscal 2013. The $1.8 million increase was primarily due to the loss incurred on the repurchase of $24 million of the Senior Notes during the fourth quarter of the prior fiscal year.

Interest and other related financing costs decreased $1.3 million to $7.5 million from $8.8 million in fiscal 2013. The decrease is primarily due to less interest expense throughout fiscal 2014, from lower debt due to the Senior Note repurchases during fiscal 2013.

Income tax was an expense of $19.5 million for fiscal 2014 as compared to an expense of $17.7 million for fiscal 2013. Our effective tax rate for fiscal 2014 was 31.2% compared to 35.3% in fiscal 2013. The fiscal year 2014 effective tax rate includes tax expense on income, the benefit from the reversal of valuation allowances against certain deferred tax assets in the retail segment, and the recognition of certain previously unrecognized tax benefits, partly offset by recording additional uncertain tax positions and interest expense on uncertain tax positions. The fiscal 2013 effective tax rate includes tax expense on income, interest expense on uncertain tax positions, and the recording of additional uncertain tax positions partially offset by the recognition of previously unrecognized tax benefits and the impact of maintaining certain valuation allowances.

Net income for fiscal 2014 was $42.9 million as compared to $32.5 million in fiscal 2013. Net income per diluted share totaled $1.47 in the current year compared to $1.11 per diluted share in the prior year.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Liquidity and Capital Resources

 

At June 30, 2015,2017, we held unrestricted cash and equivalents of $76.2 million, marketable securities of $2.2$57.7 million and restricted cash and investments of $8.0$7.3 million. At June 30, 2014,2016, we held unrestricted cash and cash equivalents of $109.2 million, marketable securities of $18.2$52.7 million and restricted cash and investments of $8.5$7.8 million. The decrease in unrestrictedDuring fiscal 2017 we used cash and cash equivalents was largely due to our early redemptionfurther pay down a portion of our Senior Notes.debt and for common share repurchases. Our principal sources of liquidity include cash and cash equivalents, marketable securities, cash flow from operations, amounts available under our credit facility, and other borrowings.

 

In September 2005, we issued $200.0 million in ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes"). The Senior Notes were issued by Ethan Allen Global Inc., bearing an annual coupon rate of 5.375% with interest payable semi-annually in arrears on April 1 and October 1. We used the net proceeds of $198.4 million to improve our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes including dividend payments and share repurchases. In fiscal years 2011 through 2013, the Company repurchased an aggregate $70.6 million of the Senior Notes in several unsolicited transactions. On March 18, 2015, we repaid the remaining balance of $129.4 million, accrued interest of $3.2 million, and a “make whole” payment of $3.5 million, funded with $61.1 million from the Company’s existing cash balances, and $75 million from our senior secured revolving credit and term loan facility. In connection with this early redemption, the Company incurred a $3.7 million pre-tax charge, consisting of the “make whole” payment along with unamortized balances of bond discount and other costs. This charge is classified within the Consolidated Statements of Comprehensive Income under Interest and Other Income (Expense).

The Company entered into a five year, $150 million senior secured revolving credit and term loan facility on October 21, 2014, as amended January 28, 2015 (the “Facility”). The Facility amended and restated the previous five year, $50 million secured revolving credit facility in its entirety. The Facility, which expires on October 21, 2019, provides a term loan of up to $35 million and a revolving credit line of up to $115 million, subject to borrowing base availability. During March 2015, we utilized $35 million of the term loan and $40 million of the revolving credit line, along with available cash to fully redeem our Senior Notes. We incurred financing costs of $1.5 million under the Facility, which are being amortized by the straight-line method, which approximates the interest method, over the remaining life of the Facility.

At the Company’s option, revolving loans under the Facility bear interest, based on the average availability, at an annual rate of either (a) the London Interbank Offered rate (“LIBOR”) plus 1.5% to 1.75%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.5% to 0.75%. At June 30, 2015 the annual interest rate in effect on the revolving loan was 1.6875%.

At the Company’s option, term loans under the Facility bear interest, based on the Company’s rent adjusted leverage ratio, at an annual rate of either (a) the London Interbank Offered rate (“LIBOR”) plus 1.75% to 2.25%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.75% to 1.25%. At June 30, 2015 the annual interest rate in effect on the term loan was 1.9375%.

The Company pays a commitment fee of 0.15% to 0.25% per annum on the unused portion of the Facility, and fees on issued letters of credit at an annual rate of 1.5% to 1.75% based on the average availability. Certain payments are restricted if the availability under the revolving credit line falls below 20% of the total revolving credit line, and the Company is subject to pro forma compliance with the fixed charge coverage ratio if applicable.

Quarterly installments of principal on the term loan are payable based on a straight line 15 year amortization period, with the balance due at maturity. The Company does not expect to repay the revolving credit portion of the Facility within the next year.

The Facility is secured by all property owned, leased or operated by the Company in the United States and includes certain real property owned by the Company and contains customary covenants which may limit the Company’s ability to incur debt; engage in mergers and consolidations; make restricted payments (including dividends); sell certain assets; and make investments.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The Company must maintain at all timesFor a minimum fixed charge coverage ratiodetailed discussion of 1.0 to 1.0 for the first yearour debt obligations and 1.1 to 1.0 all times thereafter. If the outstanding term loans are less than $17.5 million and the fixed charge coverage ratio equals or exceeds 1.25 to 1.0, the fixed charge coverage ratio ceases to apply and thereafter shall only be triggered if average monthly availability is less than 15%timing of the amount of the revolving credit line. Our applicable fixed charge coverage ratio was 1.4 to 1.0 at June 30, 2015.

The Company intends to use the Facility for working capital and general corporate purposes including the payment of dividends and share repurchases, in additionour related cash payments see Note 6 to the refinancingConsolidated Financial Statements included under Item 8 of our Senior Notes which occurred in March 2015. At June 30, 2015, there was $0.2 million of standby letters of credit outstanding under the Facility and total availability under the Facility of $74.8 million.

The Facility replaced a $50 million senior secured, asset-based revolving credit facility (the “Prior Facility”) which was in effect on June 30, 2014, and which would have expired March 25, 2016, or June 26, 2015 if the Senior Notes had not been refinanced prior to that date. At June 30, 2014, there was $0.6 million of standby letters of credit outstanding under the Prior Facility. The Prior Facility was secured by all property owned, leased or operated by the Company in the United States excluding any real property owned by the Company and contained customary covenants limiting the Company’s ability to incur debt, engage in mergers and consolidations, make restricted payments (including dividends), sell certain assets, and make investments. Remaining availability under the Prior Facility totaled $49.4 million at June 30, 2014 and as a result, covenants and other restricted payment limitations did not apply.

At both June 30, 2015 and June 30, 2014, we were in compliance with all covenants of the Senior Notes and the credit facilities.this Annual Report.

 

A summary of net cash provided by (used in) operating, investing, and financing activities for each of the last three fiscal years is provided below (in millions):

 

 

Fiscal Year Ended June 30,

  

Fiscal Years Ended June 30,

 
 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Operating Activities

            

Cash provided by (used in) operating activities

            

Net income plus depreciation and amortization

 $56.3  $60.9  $50.5  $56.3  $76.0  $56.3 

Working capital items

  (15.2)  (2.1)  2.4   14.5   (19.3)  (15.2)

Other operating activities

  14.0   1.1   8.4   7.8   1.7   14.0 

Total provided by operating activities

 $55.1  $59.9  $61.3  $78.6  $58.4  $55.1 
                        

Investing Activities

            

Cash provided by (used in) investing activities

            

Capital expenditures & acquisitions

 $(21.8) $(19.3) $(19.8) $(18.3) $(23.1) $(21.8)

Net sales (purchases) of marketable securities

  15.4   (3.4)  (7.1)

Net sales of marketable securities

  -   2.2   15.4 

Other investing activities

  9.8   10.6   5.3   1.9   8.4   9.8 

Total provided (used) in investing activities

 $3.4  $(12.1) $(21.6) $(16.4) $(12.5) $3.4 
                        

Financing Activities

            

Cash provided by (used in) financing activities

            

Payments of long-term debt and capital lease obligations

 $(133.7) $(0.5) $(26.1) $(28.4) $(34.8) $(133.7)

Borrowings from revolving credit and term loan facilities

 $75.0  $-  $-  $-  $-  $75.0 

Purchases and retirements of company stock

  (17.6)  -   -   (10.2)  (19.3)  (17.6)

Payment of cash dividends

  (13.3)  (11.3)  (22.2)  (20.0)  (16.6)  (13.3)

Other financing activities

  (1.4)  0.5   1.7   1.3   1.6   (1.4)

Total used in financing activities

 $(91.0) $(11.3) $(46.6) $(57.3) $(69.1) $(91.0)

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Cash Provided By (Used in) Operating Activities

In fiscal 2015,2017 cash of $55.1$78.6 million was generatedprovided by operating activities, an increase of $20.2 million from $58.4 million in the prior year comparable period. Working capital items were a $14.5 million source of cash in the current year and a $19.3 million use of cash in the prior year, with a net difference of $33.8 million. Most of the working capital difference was due to an Inventory decrease of $4.8$13.5 million over fiscal 2014.Netin the current year compared to a $10.0 million use of cash in the prior year. Most of the current year inventory decrease was due to a $6.4 million write-down of inventory discussed previously in Business Results. Net income plus depreciation and amortization in the current fiscal year includes a $3.7 million expense for the early redemption of our Senior Notes. Of this amount, $3.5 million is offset as a positive in other operating activities, as this is considered a financing activity and not an operating activity.decreased $19.7 million. Working capital items consist of current assets (accounts receivable, inventories, prepaid and other current assets) less current liabilities (customer deposits, accounts payable,payables, and accrued expenses and other current liabilities).

 

Cash Provided By (Used in) Investing Activities

In fiscal 2015,$3.4 million2017, cash of cash was provided by investing activities, whereas $12.1$16.4 million was used in investing activities, an increase in cash used of $3.9 million from $12.5 million which was used during the prior year comparable period, resulting in a $15.5 million comparative increase in cash in this fiscal year.period. More cash was provided inused during fiscal 20152017 primarily due to current fiscal year increases both in net sales of marketable securities and netless proceeds onfrom the sale of real estate which were partly offset by an increase in cashfiscal 2017 than in the prior fiscal year, due to the reduction in restricted cash.and decreased current fiscal year capital expenditures. We anticipate that cash from operations will be sufficient to fund future capital expenditures business conditions permitting.

Financing Activities

In fiscal 2015, $91.0 million was used in financing activities, which is $79.7 million more cash than used in financing activities in fiscal 2014. This was primarily due to the early redemption of our Senior Notes in March 2015. The Senior Notes had a face value of $129.4 million, which we redeemed by paying $54.4 million with available cash, and $75 million with borrowings under the Facility. We also paid a $3.5 million prepayment premium to bondholders as stipulated in the original bond indenture. During fiscal 2015 we resumed our stock repurchase programnear and utilized $16.5 million to repurchase 645,831 shares at a weighted average cost of $25.50 per share. At June 30, 2015 we have remaining Board authorization to repurchase 2.5 million shares.The increase in dividends was due to a 20% dividend increase from $0.10 to $0.12 per share from October 2014 forward. We expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.longer term.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

AsCash Provided By (Used in) Financing Activities

In fiscal 2017, $57.3 million was used in financing activities, a decrease of June 30, 2015,$11.8 million from $69.1 million in the prior year comparable period. During fiscal 2017 we paid $25 million on our outstanding debt totaled $77.6 million, the current and long-term portions of which amounted to $3.4 million and $74.2 million, respectively. The aggregate scheduled maturities of long-term debt for each of the next five fiscal years arerevolver, $3.4 million in fiscal 2016, $3.3scheduled payments on debt and capital leases, and utilized $10.2 million in fiscalto repurchase 357,363 shares at a weighted average cost of $28.67 per share. At June 30, 2017 $2.8we have remaining Board authorization to repurchase 1.4 million in fiscal 2018, $2.4 million in fiscal 2019, and $65.7 million in fiscal 2020.shares.Cash dividends have been paid every quarter since July 1996. The following chart shows our dividend history by payment date from July 2013 to the present.

We expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.

 

The following table summarizes, as of June 30, 2015,2017, the timing of cash payments related to our outstanding contractual obligations (in thousands)millions):

 

     

Less

          

More

      

Less

          

More

 
     

than 1

   1-3   4-5  

than 5

      

than 1

   1-3   4-5  

than 5

 
  Total  Year   Years   Years  Years  

Total

  

Year

  

Years

  

Years

  

Years

 

Long-term debt obligations:

                                        

Debt maturities

 $77,568  $3,341  $6,119  $68,108  $-  $14.9  $3.0  $11.8  $0.1  $- 

Contractual interest

  5,640   1,256   2,620   1,764   -   0.8   0.4   0.4   -   - 

Operating lease obligations

  209,250   31,255   54,343   42,745   80,907   197.1   34.9   57.8   44.6   59.8 

Letters of credit

  204   204   -   -   -   0.1   0.1   -   -   - 

Purchase obligations (1)

  -   -   -   -   -   -   -   -   -   - 

Other long-term liabilities

  226   3   45   45   133   0.2   -   -   0.0   0.2 

Total contractual obligations

 $292,888  $36,059  $63,127  $112,662  $81,040  $213.2  $38.4  $70.0  $44.8  $60.0 

 

(1) For purposes of this table, purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. While we are not a party to any significant long-term supply contracts or purchase commitments, we do, in the normal course of business, regularly initiate purchase orders for the procurement of (i) selected finished goods sourced from third-party suppliers, (ii) lumber, fabric, leather and other raw materials used in production, and (iii) certain outsourced services. All purchase orders are based on current needs and are fulfilled by suppliers within short time periods. At June 30, 2015,2017, our open purchase orders with respect to such goods and services totaled approximately $37$36 million.

 

Further discussion of our contractual obligations associated with outstanding debt and lease arrangements can be found in Notes 6 and 7, respectively, to the Consolidated Financial Statementsincluded under Item 8 of this Annual Report.

 

We believe that our cash flow from operations, together with our other available sources of liquidity, will be adequate to make all required payments of principal and interest on our debt, to permit anticipated capital expenditures, and to fund working capital and other cash requirements. As of June 30, 2015,2017, we had working capital of $129.7$116.7 million compared to $169.6$124.9 million at June 30, 2014,2016, a decrease of $39.9 million. This was mostly due to refinancing our debt, which reduced working capital by $59.4 million. We had$8.2 million and a current ratio of 1.92 to 1 at June 30, 20152017 and 2.252.0 to 1 at June 30, 2014.2016. In addition to using available cash to fund changes in working capital, necessary capital expenditures, acquisition activity, the repayment of debt, and the payment of dividends, the Company has been authorized by our Boardboard of Directorsdirectors to repurchase our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Off-Balance Sheet Arrangements and Other Commitments, Contingencies and Contractual Obligations

 

Except as indicated below, we do not utilize or employ any off-balance sheet arrangements, including special-purpose entities, in operating our business. As such, we do not maintain any (i) retained or contingent interests, (ii) derivative instruments, or (iii) variable interests which could serve as a source of potential risk to our future liquidity, capital resources and results of operations.

 

We may, from time to time in the ordinary course of business, provide guarantees on behalf of selected affiliated entities or become contractually obligated to perform in accordance with the terms and conditions of certain business agreements. The nature and extent of these guarantees and obligations may vary based on our underlying relationship with the benefiting party and the business purpose for which the guarantee or obligation is being provided. The only such program in place at both June 30, 20152017 and June 30, 20142016 was for our consumer credit program.program described below.

 

Ethan Allen Consumer Credit Program

 

The terms and conditions of our consumer credit program, which is financed and administered by a third-party financial institution on a non-recourse basis to Ethan Allen, are set forth in an agreement between the Company and that financial service provider (the “Program Agreement”) which was last amended effective January 2014. Any independent retailer choosing to participate in the consumer credit program is required to enter into a separate agreement with that same third-party financial institution which sets forth the terms and conditions under which the retailer is to perform in connection with its offering of consumer credit to its customers (the “Retailer Agreement”). We have obligated ourselves on behalf of any independent retailer choosing to participate in our consumer credit program by agreeing, in the event of default, breach, or failure of the independent retailer to perform under such Retailer Agreement, to take on certain responsibilities of the independent retailer, including, but not limited to, delivery of goods and reimbursement of customer deposits. Customer receivables originated by independent retailers remain non-recourse to Ethan Allen. The term of the Program Agreement endswill terminate on July 31, 2019, includingbut includes a provision for automatic one yearone-year renewals unless either party gives notice of termination. While the maximum potential amount of future payments (undiscounted) that we could be required to make under this obligation is indeterminable, recourse provisions exist that would enable us to recover, from the independent retailer, any amount paid or incurred by us related to our performance. Based on the underlying creditworthiness of our independent retailers, including their historical ability to satisfactorily perform in connection with the terms of our consumer credit program, we believe this obligation will expire without requiring funding by us. To ensure funding for delivery of products sold, the terms of the Program Agreement also contain a right for the financial services provider to demand from the Company collateral at a variable rate based on the volume of program sales if the Company does not meet certain financial covenants. If collateral had been required, it would have been between $5 million and $11 million. As of bothAt June 30 of 20152017 and 2014,2016, no collateral was required under the Program Agreement.

 

Product Warranties

 

Our products, including our case goods, upholstery and home accents, generally carry explicit product warranties that extend from threeup to seven years and are provided based on terms that are generally accepted in the industry. All of our domestic independent retailers are required to enter into, and perform in accordance with the terms and conditions of, a warranty service agreement. We record provisions for estimated warranty and other related costs at time of sale based on historical warranty loss experience and make periodic adjustments to those provisions to reflect actual experience. On rare occasion, certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. In certain cases, a material warranty issue may arise which is beyond the scope of our historical experience. We provide for such warranty issues as they become known and are deemed to be both probable and estimable. It is reasonably possible that, from time to time, additional warranty and other related claims could arise from disputes or other matters beyond the scope of our historical experience. At bothAs of June 30, of 20152017 and 2014,2016, the Company’s product warranty liability totaled $1.0 million.$1.3 million and $1.2 million, respectively. 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Impact of Inflation

 

We believe inflation had an impact on our business the last three fiscal years but we have generally been able to create operational efficiencies, seek lower cost alternatives, or raise selling prices in order to offset increases in product and operating costs. It is possible in the future that we will not be successful in our efforts to offset the impacts from inflation.

 

Business Outlook

We continue to strengthen our vertically integrated structure from concept of idea, to engineering, to manufacturing, to retail and logistics. We intend to maintain strong manufacturing capabilities in North America, which we believe is a long-term competitive advantage that will allow us to advance our objectives of maintaining fast order delivery, exceptional quality and improving capacity to ship stocked and custom made-to-order items more quickly, which in turn will allow us to grow our business.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Our network of professionally trained interior design professionals differentiates us significantly from our competitors. We continue to strengthen the level of service, professionalism, and interior design competence, as well as to improve the efficiency of our retail operations. We believe that over time, we will continue to benefit from (i) continuous repositioning of our retail network, (ii) frequent new product introductions, (iii) new and innovative marketing promotions and effective use of targeted advertising media, and (iv) continued use of the latest technology combined with personal service from our interior design professionals.

Beginning in the fall of 2014 and through the fall of 2016, we completed a major transformation of our product offerings, which refreshed over 70% of our entire line of products. During the third quarter of fiscal 2017 we expanded the reach of our Ethan Allen | Disney product program by selling a curated selection on Disneystore.com, we wereawarded a blanket purchase agreement for the Department of State "Worldwide Residential Furniture Program" and entered into an agreement with Amazon to sell products through the Amazon marketplace. Now that we have completed this major transformation, we believe that we are well positioned to leverage all the actions we have taken.

 

We expect the home furnishings industry to remain extremely competitive with respect to both the sourcing of products and the wholesale and retail sale of those products for the foreseeable future. Domestic manufacturers continue to face pricing pressures because of the lower manufacturing costs in some other countries,on imports, particularly withinfrom Asia. While we have also turned toutilize overseas sourcing to remain competitive,for approximately one quarter of our products, we choose to differentiate ourselves by maintaining a substantial North American manufacturing base, where we canthe majority of which is located in the United States. This structure enables us to leverage our vertically integrated structure to our advantage. We continue to believe that a balanced approach to product sourcing, which includes our own North American manufacturing of certainabout 75% of our product offerings coupled with the import of other selected products, provides the greatest degree of flexibility and shorter lead times and is the most effective approach to ensuring that acceptable levels of quality, service and value are attained.

 

Many U.S. macroeconomic factors have improved during the past three years including lowered unemployment, improved consumer confidence, and the growth of housing related market indicators. However, a change in consumer confidence could have an impact on consumer discretionary spending habits and, as a result, our business. We therefore remain cautiously optimistic about our performance due to the many strong programs already in place and others we currently plan to introduce in the coming months. Our retail strategy involves (i) a continued focus on providing newrelevant product introductions,offerings, a wide array of product solutions, and superior interior design solutions through our large staff of interior design professionals, (ii) continuing strong advertising and marketing campaigns to get our message across and to continue broadening our customer base, (iii) the opening of new or relocated design centers in more prominent locations, and encouraging independent retailers to do the same, (iv) leveraging the use of technology and personal service within our retail network and online through www.ethanallen.com, and (v) further expansion internationally. We believe this strategy provides an opportunity to grow our business.

Further discussion of the home furnishings industry has been included underItem 1 of this Annual Report.

 

Recent Accounting Pronouncements

 

On April 7, 2015In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2015-03,ASU 2014-09,SimplifyingRevenue from Contracts with Customers. This ASU provides a framework for revenue recognition that replaces most existing GAAP revenue recognition guidance when it becomes effective. We have an option to use either a retrospective approach or a cumulative effect adjustment approach to implement the Presentation of Debt Issuance Costs.guidance. The new standard is effective for us on July 1, 2018, with early adoption permitted. We are currently conducting a comprehensive review of our revenue streams and contracts as they relate to this guidance to identify potential differences that would result from applying the new requirements. While we are still assessing the overall impact this guidance will classify debt issuancehave on our consolidated financial statements and financial statement disclosures, based on the work performed to date, we do not believe that the adoption will have a material impact on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11,Inventory (Topic 330): Simplifying the Measurement of Inventory,” which states that inventory should be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance is effective for the Company on July 1, 2017. The new guidance should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We plan on adopting effective July 1, 2017.We do not believe that the adoption will have a deduction from debt liability.material impact on our consolidated financial statements.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

In November 2015, the FASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, which requires the Company to present all deferred tax assets and liabilities as noncurrent. This pronouncement is effective for the Company on July 1, 2017, and early adoption is permitted. We plan on adopting effective July 1, 2017. At June 30, 20152017 and 2014,2016 we had net current deferred tax assets of $3.9 million and $3.2 million respectively which would have been classified as noncurrent under the new standard.

In February 2016, the FASB issued ASU 2016-02,Leases, which is intended to improve financial reporting about leasing transactions. The ASU will require lessees that lease assets with lease terms of more than twelve months to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Lessors will remain largely unchanged from current GAAP. In addition, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This pronouncement is effective for the Company had $1.3 millionon July 1, 2019, and $0.3 million respectively in unamortized debt issuance costs, classified as other assetsearly adoption is permitted. The Company is currently evaluating the impact on our consolidated balance sheetfinancial statements. We plan on adopting effective July 1, 2019.

In March 2016, the FASB issued ASU 2016-09,Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Stock Compensation. The objective of this amendment is part of the FASB’s Simplification Initiative as it applies to several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for the Company on July 1, 2017, and allows for prospective, retrospective or modified retrospective adoption, depending on the area covered in the update, with early adoption permitted. We plan on adopting effective July 1, 2017. For the fiscal years ended June 30, 2017 and 2016, the Company recorded a credit to additional paid in capital of $0.1 million and $1.0 million respectively, that under the new standard would have been recognized in income. Excess tax benefits were not material in either fiscal years 2017, 2016 or 2015.

In November 2016, the FASB issued ASU 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash.  It is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement.  The statement requires that restricted cash and restricted cash equivalents be classifiedincluded as components of total cash and cash equivalents as presented on the statement of cash flows. The Company currently does not include restricted cash as a deduction from debt. There will be no effectcomponent of cash and equivalents as presented on the consolidated statementsstatement of comprehensive income upon adoption of the ASU.cash flows. The ASUnew guidance is effective for the Company beginning inon July 2015 and will be applied retrospectively.1, 2018, with early adoption permitted. The Company is currently evaluating the impact on our consolidated financial statements. We plan on adopting effective July 1, 2018.

 

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates.

 

Interest rate risk exists primarily through our borrowing activities. We utilize United States dollar denominated borrowings to fund substantially all our working capital and investment needs. Short-term debt, if required, is used to meet working capital requirements and long-term debt is generally used to finance long-term investments. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

For floating-rate obligations, interest rate changes do not affect the fair value of the underlying financial instrument but would impact future earnings and cash flows, assuming other factors are held constant. Conversely, for fixed-rate obligations, interest rate changes affect the fair value of the underlying financial instrument but would not impact earnings or cash flows. At June 30, 2015,2017, we had $72.7$13.8 million inof floating-rate debt obligations outstanding. Asoutstanding under our Facility. We currently do not engage in any interest rate hedging activity and we have no intention of doing so in the foreseeable future. Based on the average interest rate of the loans under the Facility during the quarter ended June 30, 2017, and to the extent that same date,borrowings were outstanding, a 10% change in the interest rate would not have a material effect on our fixed-rate debt obligations consistconsolidated results of $1.6 million of capital leases.operations and financial condition.

 

Foreign currency exchange risk is primarily limited to our operation of six Ethan Allen operated retail design centers located in Canada, one distribution center in Belgium, and our plants in Mexico and Honduras, as substantially all purchases of imported parts and finished goods are denominated in United States dollars. As such, gains or losses resulting from market changes in the value of foreign currencies have not had, nor are they expected to have, a material effect on our consolidated results of operations. A decrease in the value of foreign currencies (in particular Asian) relative to the United States dollar may affect the profitability of our vendors but as we employ a balanced sourcing strategy, we believe any impact would be moderate relative to peers in the industry.

 

Item 8.     Financial Statements and Supplementary Data

 

Our Consolidated Financial Statements and Supplementary Data are listed in Item 15 of this Annual Report.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders

Ethan Allen Interiors Inc.:

 

We have audited the accompanying consolidated balance sheets of Ethan Allen Interiors Inc.and subsidiaries (the Company) as of June 30, 20152017 and 2014,2016, and the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2015.2017. We also have audited the Company’s internal control over financial reporting as of June 30, 2015,2017, based on criteria established inInternal Control – Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ethan Allen Interiors Inc. and subsidiaries as of June 30, 20152017 and 2014,2016, and the results of itstheir operations and itstheir cash flows for each of the years in the three-year period ended June 30, 2015,2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Ethan Allen Interiors Inc. and subsidiariesthe Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2015,2017, based on criteria established inInternal Control – Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).COSO.

 

/s/ KPMG LLP

 


August 11, 2015

2, 2017

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

June 30, 20152017 and 20142016

(In thousands, except share data)

 

 

2015

  

2014

  

2017

  

2016

 

ASSETS

                

Current assets:

                

Cash and cash equivalents

 $76,182  $109,176  $57,701  $52,659 

Marketable securities

  2,198   18,153 

Accounts receivable, less allowance for doubtful accounts of $1,386 at June 30, 2015 and $1,442 at June 30, 2014

  12,547   12,426 

Accounts receivable, less allowance for doubtful accounts of $1,667 at June 30, 2017 and $1,639 at June 30, 2016

  12,293   9,467 

Inventories

  151,916   146,275   149,483   162,323 

Prepaid expenses and other current assets

  27,831   19,599   23,621   23,755 

Total current assets

  270,674   305,629   243,098   248,204 

Property, plant and equipment, net

  277,035   288,156   270,198   273,615 

Goodwill and other intangible assets

  45,128   45,128   45,128   45,128 

Restricted cash and investments

  8,010   8,507   7,330   7,820 

Other assets

  6,461   7,014   2,468   2,642 

Total assets

 $607,308  $654,434  $568,222  $577,409 

LIABILITIES AND SHAREHOLDERS' EQUITY

                

Current liabilities:

                

Current maturities of long-term debt

 $3,341  $501  $2,731  $3,001 

Customer deposits

  67,970   59,684   62,960   60,958 

Accounts payable

  18,946   24,320   16,961   15,437 

Accrued compensation and benefits

  26,896   27,709   20,352   22,067 

Accrued expenses and other current liabilities

  23,816   23,833   23,441   21,884 

Total current liabilities

  140,969   136,047   126,445   123,347 

Long-term debt

  74,227   130,411   11,608   38,837 

Other long-term liabilities

  21,577   20,509   29,273   23,023 

Total liabilities

  236,773   286,967   167,326   185,207 

Shareholders' equity:

                

Class A common stock, par value $0.01; 150,000,000 shares authorized; 48,884,586 shares issued at June 30, 2015 and 48,577,620 shares issued at June 30, 2014

  489   486 

Class B common stock, par value $0.01; 600,000 shares authorized; none issued

  -   - 

Common stock, par value $0.01; 150,000,000 shares authorized; 48,979,994 shares issued at June 30, 2017 and 48,921,544 shares issued at June 30, 2016

  490   489 

Preferred stock, par value $0.01; 1,055,000 shares authorized; none issued

  -   -   -   - 

Additional paid-in-capital

  370,914   365,733   377,550   374,972 

Less: Treasury stock (at cost), 20,477,617 shares at June 30, 2015 and 19,650,385 shares at June 30, 2014

  (605,586)  (584,041)

Less: Treasury stock (at cost), 21,532,779 shares at June 30, 2017 and 21,175,416 shares at June 30, 2016

  (635,179)  (624,932)

Retained earnings

  607,079   584,395   661,976   646,315 

Accumulated other comprehensive income

  (2,638)  642   (4,131)  (4,846)

Total Ethan Allen Interiors Inc. shareholders' equity

  370,258   367,215   400,706   391,998 

Noncontrolling interests

  277   252   190   204 

Total shareholders' equity

  370,535   367,467   400,896   392,202 

Total liabilities and shareholders' equity

 $607,308  $654,434  $568,222  $577,409 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income

For Years Ended June 30, 2015, 2014,2017, 2016, and 20132015

(In thousands, except share data)

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Net sales

 $754,600  $746,659  $729,083  $763,385  $794,202  $754,600 

Cost of sales

  343,437   340,163   330,734   343,662   351,966   343,437 

Gross profit

  411,163   406,496   398,349   419,723   442,236   411,163 

Selling, general and administrative expenses

  345,229   336,860   337,912   361,773   353,057   345,229 

Operating income

  65,934   69,636   60,437   57,950   89,179   65,934 

Interest and other income (expense)

  (3,333)  276   (1,485)  268   395   (3,333)

Interest and other related financing costs

  5,918   7,510   8,778   1,223   1,618   5,918 

Income before income taxes

  56,683   62,402   50,174   56,995   87,956   56,683 

Income tax expense

  19,541   19,471   17,696   20,801   31,319   19,541 

Net income

 $37,142  $42,931  $32,478  $36,194  $56,637  $37,142 
                        

Per share data:

                        

Net income per basic share

 $1.29  $1.48  $1.13  $1.31  $2.02  $1.29 

Basic weighted average common shares

  28,874   28,918   28,864   27,679   28,072   28,874 

Net income per diluted share

 $1.27  $1.47  $1.11  $1.29  $2.00  $1.27 

Diluted weighted average common shares

  29,182   29,276   29,239   27,958   28,324   29,182 

Dividends declared per common share

 $0.50  $0.40  $0.77  $0.74  $0.62  $0.50 
                        

Comprehensive income:

                        

Net income

 $37,142  $42,931  $32,478  $36,194  $56,637  $37,142 

Other comprehensive income

                        

Curency translation adjustment

  (3,308)  (77)  (506)  715   (2,208)  (3,308)

Other

  78   105   56   (14)  27   78 

Other comprehensive income (loss) net of tax

  (3,230)  28   (450)  701   (2,181)  (3,230)

Comprehensive income

 $33,912  $42,959  $32,028  $36,895  $54,456  $33,912 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

For Years Ended June 30, 2015, 2014,2017, 2016, and 20132015

(In thousands)

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Operating activities:

                        

Net income

 $37,142  $42,931  $32,478  $36,194  $56,637  $37,142 

Adjustments to reconcile net income to netcash provided by operating activities:

                        

Depreciation and amortization

  19,142   17,930   18,008   20,115   19,353   19,142 

Compensation expense related to share-based payment awards

  1,236   1,325   1,401   1,259   2,356   1,236 

Provision (benefit) for deferred income taxes

  3,923   (3,032)  2,767 

Provision for deferred income taxes

  3,507   671   3,923 

Restructuring and impairment charge

  784   -   -   -   -   784 

Loss on disposal of property, plant and equipment

  4,180   2,093   3,717 

Loss (gain) on disposal of property, plant and equipment

  1,033   (2,267)  4,180 

Other

  3,606   415   1,824   (6)  (1,295)  3,606 
                        

Change in operating assets and liabilities, net ofeffects of acquired businesses:

                        

Accounts receivable

  (559)  (149)  1,922   (2,826)  2,926   (559)

Inventories

  (5,036)  (9,019)  18,569   13,507   (9,982)  (5,036)

Prepaid and other current assets

  (9,628)  4,269   1,070   1,010   5,113   (9,628)

Customer deposits

  7,517   586   (6,951)  1,883   (7,275)  7,517 

Accounts payable

  (5,349)  1,300   (4,320)  1,524   (3,509)  (5,349)

Accrued expenses and other current liabilities

  (2,113)  969   (7,839)  (547)  (6,550)  (2,113)

Other assets and liabilities

  261   271   (1,345)  1,980   2,191   261 

Net cash provided by operating activities

  55,106   59,889   61,301   78,633   58,369   55,106 
                        

Investing activities:

                        

Proceeds from the disposal of property, plant & equipment

  9,103   3,381   3,283   1,273   8,073   9,103 

Change in restricted cash and investments

  497   6,926   (17)  490   190   497 

Capital expenditures

  (19,787)  (19,305)  (19,005)  (17,645)  (22,967)  (19,787)

Acquisitions

  (1,991)  -   (770)  (676)  (165)  (1,991)

Purchases of marketable securities

  -   (18,268)  (18,247)

Sales of marketable securities

  15,430   14,883   11,165   -   2,150   15,430 

Other investing activities

  176   325   1,990   175   193   176 

Net cash provided by (used in) investing activities

  3,428   (12,058)  (21,601)  (16,383)  (12,526)  3,428 
                        

Financing activities:

                        

Borrowings from revolving credit and term loan facilities

  75,000   -   -   -   -   75,000 

Payments on long-term debt and capital lease obligations

  (133,710)  (480)  (26,104)  (28,401)  (34,840)  (133,710)

Purchases and retirements of company stock

  (17,552)  -   -   (10,246)  (19,346)  (17,552)

Payment of cash dividends

  (13,348)  (11,297)  (22,220)  (20,031)  (16,646)  (13,348)

Other financing activities

  (1,353)  525   1,758   1,335   1,718   (1,353)

Net cash used in financing activities

  (90,963)  (11,252)  (46,566)  (57,343)  (69,114)  (90,963)

Effect of exchange rate changes on cash

  (565)  (4)  (254)  135   (252)  (565)

Net increase (decrease) in cash & cash equivalents

  (32,994)  36,575   (7,120)  5,042   (23,523)  (32,994)

Cash & cash equivalents - beginning of year

  109,176   72,601   79,721   52,659   76,182   109,176 
Cash & cash equivalents - end of year $76,182   $109,176  $72,601  $57,701  $52,659  $76,182 
                        

Supplemental cash flow information:

                        

Income taxes paid

 $18,250     $19,046  15,074   $29,003  $18,250 

Interest paid

 $7,181  $7,085  $8,626  $936  $1,352  $7,181 

Non-cash capital lease obligations incurred

 $1,700  $-  $927  $613  $-  $1,700 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Shareholders' Equity

For Years Ended June 30, 2015, 2014,2017, 2016, and 20132015

(In thousands, except share data)

 

             

Accumulated

                          

Accumulated

             
     

Additional

      

Other

      

Non-

          

Additional

      

Other

      

Non-

     
 Common  Paid-in  Treasury  Comprehensive  Retained  Controlling     

Common 

  

Paid-in

  

Treasury

  

Comprehensive

  

Retained

  

Controlling

     
 

Stock

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Total

  

Stock

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Total

 

Balance at June 30, 2012

 $485  $361,165  $(584,041) $1,141  $542,918  $200  $321,868 

Stock issued on share-based awards

  1   1,398   -   -   -   -   1,399 

Compensation expense associated with share-based awards

  -   1,401   -   -   -   -   1,401 

Tax benefit associated with exercise of share based awards

  -   (26)  -   -   -   -   (26)

Dividends declared on common stock

  -   -   -   -   (22,313)  -   (22,313)

Increase from business combination

                      -   - 

Comprehensive income (loss)

  -   -   -   (457)  32,478   7   32,028 

Balance at June 30, 2013

  486   363,938   (584,041)  684   553,083   207   334,357 
                            

Stock issued on share-based awards

  -   357   -   -   -   -   357 

Compensation expense associated with share-based awards

  -   1,325   -   -   -   -   1,325 

Tax benefit associated with exercise of share based awards

  -   113   -   -   -   -   113 

Dividends declared on common stock

  -   -   -   -   (11,619)  -   (11,619)

Capital distribution

  -   -   -   -   -   (25)  (25)

Comprehensive income (loss)

  -   -   -   (42)  42,931   70   42,959 

Balance at June 30, 2014

  486   365,733   (584,041)  642   584,395   252   367,467   486   365,733   (584,041)  642   584,395   252   367,467 
                                                        

Stock issued on share-based awards

  3   4,117   -   -   -   -   4,120   3   4,117   -   -   -   -   4,120 

Compensation expense associated with share-based awards

  -   1,236   -   -   -   -   1,236   -   1,236   -   -   -   -   1,236 

Tax benefit associated with exercise of share based awards

  -   (172)  -   -   -   -   (172)  -   (172)  -   -   -   -   (172)

Purchase/retirement of company stock

  -   -   (21,545)  -   -   -   (21,545)  -   -   (21,545)  -   -   -   (21,545)

Dividends declared on common stock

  -   -   -   -   (14,458)  -   (14,458)  -   -   -   -   (14,458)  -   (14,458)

Capital distribution

  -   -   -   -   -   (25)  (25)  -   -   -   -   -   (25)  (25)

Comprehensive income (loss)

  -   -   -   (3,280)  37,142   50   33,912   -   -   -   (3,280)  37,142   50   33,912 

Balance at June 30, 2015

 $489  $370,914  $(605,586) $(2,638) $607,079  $277  $370,535   489   370,914   (605,586)  (2,638)  607,079   277   370,535 
                            

Stock issued on share-based awards

  -   734   -   -   -   -   734 

Compensation expense associated with share-based awards

  -   2,356   -   -   -   -   2,356 

Tax benefit associated with exercise of share based awards

  -   968   -   -   -   -   968 

Purchase/retirement of company stock

  -   -   (19,346)  -   -   -   (19,346)

Dividends declared on common stock

  -   -   -   -   (17,401)  -   (17,401)

Capital distribution

  -   -   -   -   -   (100)  (100)

Comprehensive income (loss)

  -   -   -   (2,208)  56,637   27   54,456 

Balance at June 30, 2016

  489   374,972   (624,932)  (4,846)  646,315   204   392,202 
                            

Stock issued on share-based awards

  1   1,199   -   -   -   -   1,200 

Compensation expense associated with share-based awards

  -   1,259   -   -   -   -   1,259 

Tax benefit associated with exercise of share based awards

  -   120   -   -   -   -   120 

Purchase/retirement of company stock

  -   -   (10,247)  -   -   -   (10,247)

Dividends declared on common stock

  -   -   -   -   (20,533)  -   (20,533)

Capital distribution

  -   -   -   -   -   -   - 

Comprehensive income (loss)

  -   -   -   715   36,194   (14)  36,895 

Balance at June 30, 2017

 $490  $377,550  $(635,179) $(4,131) $661,976  $190  $400,896 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Notes to the Consolidated Financial Statements

June 30, 2015, 2014 and 2013

 

June 30, 2017,2016 and2015

(1)Summary of Significant Accounting Policies

 

Basis of Presentation

 

The following is a summary of significant accounting policies of Ethan Allen Interiors Inc., and its wholly-owned subsidiaries (collectively "We," "Us," "Our," "Ethan Allen" or the "Company"). All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Our consolidated financial statements also include the accounts of an entity in which we are a majority shareholder with the power to direct the activites that most significantly impact the entity’s performance. Noncontrolling interest amounts in the entity are immaterial and included in the Consolidated Statement of Comprehensive Income within interest and other income, net.

 

Nature of Operations

 

We are a leading manufacturer and retailer of quality home furnishings and accents, offering complimentary interior design service to our clients and sell a full range of furniture products and decorative accents. We sell our products through one of the country’s largest home furnishing retail networks withand at June 30, 2017 there were a total of 299 retail303 design centers in our retail network, of which 144148 are Company operated and 155 are independently operated. Nearly all of our Company operated retail design centers are located in the United States, with the remaining Company operated design centers located in Canada and Belgium.Canada. The majority of the independently operated design centers are in Asia, with the remaining independently operated design centers located throughout the United States, Canada, the Middle East and Europe. We have eightown and operate nine manufacturing facilities including six manufacturing plants and one of which includes a separate sawmill operation, located throughoutin the United States and one manufacturing plant in Mexico and one in each of Mexico and Honduras.

 

Use of Estimates

 

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the inherent uncertainty involved in making those estimates, actual results could differ from those estimates. Areas in which significant estimates have been made include, but are not limited to, revenue recognition, the allowance for doubtful accounts receivable, inventory obsolescence, tax valuation allowances, useful lives and impairment analyses for property, plant and equipment and definite lived intangible assets, goodwill and indefinite lived intangible asset impairment analyses, the evaluation of uncertain tax positions and the fair value of assets acquired and liabilities assumed in business combinations.

 

Reclassifications

 

Certain reclassifications have been made to prior years’ financial statements in order to conform to the current year’s presentation. These changes were made for disclosure purposes only and did not have any impact on previously reported results.

 

Cash Equivalents

 

Cash and short-term, highly liquid investments with original maturities of three months or less are considered cash and cash equivalents. We invest excess cash in money market accounts, short-term commercial paper, and U.S. Treasury Bills.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or market. Cost is determined based solely on those charges incurred in the acquisition and production of the related inventory (i.e. material, labor and manufacturing overhead costs).

Marketable Securities

The Company’s investments are classified at the time of purchase as either available-for-sale or held-to-maturity, and reassessed as of each balance sheet date. Our marketable securities consist of available-for-sale securities, and are marked-to-market based on prices provided by our investment advisors, with unrealized gains and temporary unrealized losses reported as a component of other comprehensive income net of tax, until realized. When realized, the Company recognizes gains and losses on the sales of the securities on a specific identification method and includes the realized gains or losses in other income, net, in the consolidated statements of operations. The Company includes interest, dividends, and amortization of premium or discount on securities classified as available-for-sale in other income, net in the consolidated statements of operations. We also evaluate our available-for-sale securities to determine whether a decline in fair value of a security below the amortized cost basis is other than temporary. Should the decline be considered other than temporary, we write down the cost of the security and include the loss in earnings. In making this determination we consider such factors as the reason for and significance of the decline, current economic conditions, the length of time for which there has been an unrealized loss, the time to maturity, and other relevant information. Available-for-sale securities are classified as either short-term or long-term based on management’s intention of when to sell the securities.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation of plant and equipment is provided over the estimated useful lives of the respective assets on a straight-line basis. Estimated useful lives of the respective assets typically range from twenty to forty years for buildings and improvements and from three to twenty years for machinery and equipment. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Operating Leases

 

We record expense for operating leases by recognizing the minimum lease payments on a straight-line basis, beginning on the date that the lessee takes possession or control of the property. A number ofSeveral our operating lease agreements contain provisions for tenant improvement allowances, rent holidays, rent concessions, and/or rent escalations.

 

Incentive payments received from landlords are recorded as deferred lease incentives and are amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. When the terms of an operating lease provide for periods of free rent, rent concessions, and/or rent escalations, we establish a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized. This deferred rent liability is also amortized over the underlying lease term on a straight-line basis as a reduction of rent expense.

 

Retail Design Center Acquisitions

 

We account for the acquisition of retail design centers and related assets with the purchase method. Accounting for these transactions as purchase business combinations requires the allocation of purchase price paid to the assets acquired and liabilities assumed based on their fair values as of the date of the acquisition. The amount paid in excess of the fair value of net assets acquired is accounted for as goodwill.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Goodwill and Other Intangible Assets

 

Our intangible assets are comprised primarily of goodwill, which represents the excess of cost over the fair value of net assets acquired, and trademarks. We determined these assets have indefinite useful lives, and are therefore not amortized.

 

Impairment of Long-Lived Assets and Goodwill

 

Goodwill and other indefinite-lived intangible assets are evaluated for impairment on an annual basis during the fourth quarter of each fiscal year, and between annual tests whenever events or circumstances indicate that the carrying value of the goodwill or other intangible asset may exceed its fair value. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and determine whether the carrying value exceeds the fair value using a quantitative assessment, as described below.

 

The recoverability of long-lived assets areis evaluated for impairment by determiningwhenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset or asset group. Our assessment of recoverability determines whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.

 

To evaluate goodwill using a quantitative assessment, the Company determines the current fair value of the reporting units using a combination of “Market” and “Income” approaches. In the Market approach, the “Guideline Company” method is used, which focuses on comparing the Company’s risk profile and growth prospects to reasonably similar publicly traded companies. Key assumptions used for the Guideline Company method are total invested capital (“TIC”) multiples for revenues and operating cash flows, as well as consideration of control premiums. The TIC multiples are determined based on public furniture companies within our peer group, and if appropriate, recent comparable transactions are considered. Control premiums are determined using recent comparable transactions in the open market. Under the Income approach, a discounted cash flow method is used, which includes a terminal value, and is based on external analyst financial projection estimates, as well as internal financial projection estimates prepared by management. The long-term terminal growth rate assumptions reflect our current long-term view of the market in which we compete. Discount rates use the weighted average cost of capital for companies within our peer group, adjusted for specific company risk premium factors.

 

The fair value of our trade name, which is the Company’s only indefinite-lived intangible asset other than goodwill, is valued using the relief-from-royalty method. Significant factors used in trade name valuation are rates for royalties, future growth, and a discount factor. Royalty rates are determined using an average of recent comparable values. Future growth rates are based on the Company’s perception of the long-term values in the market in which we compete, and the discount rate is determined using the weighted average cost of capital for companies within our peer group, adjusted for specific company risk premium factors.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Financial Instruments

 

Because of their short-term nature, the carrying value of our cash and cash equivalents, receivables and payables, short-term debt and customer deposit liabilities approximates fair value. Substantially all of our long-term debt at both June 30, 20152017 and 2016 consists of our term loan and revolving credit facility, and at June 30, 2014 substantially all of our long-term debt consisted of our Senior Notes, thefacility. The estimated fair value of which is $77.6 million at June 30, 2015 and $133.3 million at June 30, 2014, as comparedequal to athe carrying value on those dates of $77.6 million and $129.3 million, respectively.dates.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance must be established for deferred tax assets when it is more likely than not that the assets will not be realized.

 

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Most of the unrecognized tax benefits, if recognized, would be recorded as a benefit to income tax expense.

 

The liability associated with an unrecognized tax benefit is classified as a long-term liability except for the amount for which a cash payment is expected to be made or tax positions settled within one year. We recognize interest and penalties related to income tax matters as a component of income tax expense.

 

Revenue Recognition

 

Revenue is recognized when all of the following have occurred: persuasive evidence of a sales arrangement exists (e.g. a wholesale purchase order or retail sales invoice); the sales arrangement specifies a fixed or determinable sales price; title and risk of ownership has passed to the customer; no specific performance obligations remain; product is shipped or services are provided to the customer; collectability is reasonably assured. As such, revenue recognition generally occurs upon the shipment of goods to independent retailers or, in the case of Ethan Allen operated retail design centers, upon delivery to the customer. If shipping is billed to customers, this is included in revenue. Recorded sales provide for estimated returns and allowances. We permit our customers to return defective products and incorrect shipments, and terms we offer are standard for the industry.

 

Shipping and Handling Costs

 

Our practice has been to sell our products at the same delivered cost to all retailers nationwide, regardless of shipping point. Costs incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses. Shipping and handling costs amounted to $71.3 million in fiscal year 2017, $71.7 million for fiscal 2016 and $67.3 million in fiscal year 2015, $67.1 million for fiscal 2014 and $62.3 million in fiscal 2013.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES2015.

 

Advertising Costs

 

Advertising costs are expensed when first aired or distributed. Our total advertising costs were $30.2$39.7 million in fiscal year 2015, $29.52017, $34.1 million in fiscal year 20142016 and $29.8$31.8 million in fiscal year 2013.2015. These amounts include advertising media expenses, outside and inside agency expenses, certain website related fees and photo and video production net of proceeds received by us under our agreement withproduction. Fiscal 2016 and 2015 amounts include reclassifications to conform to the third-party financial institution responsible for administering our consumer finance programs.current year presentation. Prepaid advertising costs at June 30, 20152017 totaled $1.8$1.5 million compared to $0.6$2.0 million at June 30, 2014.2016.

 

Earnings Per Share

 

We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated similarly, except that the weighted average outstanding shares are adjusted to include the effects of converting all potentially dilutive share-based awards issued under our employee stock plans (see Notes 9 and 10). Certain unvested share-based payment awards are participating securities because they contain rights to receive non-forfeitable dividends (if paid). The earnings available to participating securities under the two-class method of computing earnings per share is insignificant.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Share-Based Compensation

 

We estimate, as of the date of grant, the fair value of stock options awarded using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e. expected volatility) and option exercise activity (i.e. expected life). Expected volatility is based on the historical volatility of our stock and other contributing factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based, primarily, on historical data. We estimate, as of the date of grant, the fair value of restricted stock units awarded using a discounted cash flow model which requires management to make certain assumptions with respect to model inputs including anticipated future dividends not paid during the restriction period, and a discount for lack of marketability for a one-year holding period after vesting.

 

Share-based compensation expense is included in the Consolidated Statements of Operations within selling, general and administrative expenses. Tax benefits associated with our share-based compensation arrangements are included in the Consolidated Statements of Operations within income tax expense.

 

All shares of our common stock received in connection with the exercise of share-based awards have been recorded as treasury stock and result in a reduction in shareholders’ equity.

 

Foreign Currency Translation

 

The functional currency of each Company operated foreign location is the respective local currency. Assets and liabilities are translated into United States dollars using the current period-end exchange rate and income and expense amounts are translated using the average exchange rate for the period in which the transaction occurred. Resulting translation adjustments are reported as a component of accumulated other comprehensive income within shareholders’ equity.

 

RecentRecently Adopted Accounting Pronouncements

 

On April 7, 2015There were no accounting pronouncements adopted in the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03,Simplifying the Presentation of Debt Issuance Costs.The new standard will classify debt issuance costs as a deduction from debt liability. Atfiscal years ended June 30, of 2015 and 2014, the Company2017 or 2016 that had $1.3 million and $0.3 million respectively in unamortized debt issuance costs, classified as other assetsa material effect on our consolidated balance sheet which, under the new standard, would be classified as a deduction from debt. There will be no effect on the consolidatedfinancial statements of comprehensive income upon adoption of the ASU. The ASU is effective for the Company beginning in July 2015 and will be applied retrospectively.or financial statement disclosures.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(2)Business Acquisitions

 

From time to time the Company acquires design centers from its independent retailers in arms length transactions. There were no material acquisitions completed during the three fiscal years ended June 30, 2017, 2016 and 2015 2014 and 2013 respectively.

(3)Inventories Inventories

 

Inventories at June 30 are summarized as follows (in thousands):

 

 

2015

  

2014

  

2017

  

2016

 
                

Finished goods

 $118,537  $116,377  $117,388  $129,627 

Work in process

  10,537   8,355   10,638   9,497 

Raw materials

  25,943   24,347   26,269   27,554 

Valuation allowance

  (3,101)  (2,804)  (4,812)  (4,355)
 $151,916  $146,275 

Inventories

 $149,483  $162,323 

 

(4)Property, Plant and Equipment

 

Property, plant and equipment at June 30 are summarized as follows (in thousands):

 

 

2015

  

2014

  

2017

  

2016

 
                

Land and improvements

 $82,806  $88,296  $79,200  $80,002 

Building and improvements

  385,439   389,022   400,246   392,196 

Machinery and equipment

  126,667   124,391   125,773   126,066 
  594,912   601,709 

Property, plant and equipment, gross

  605,219   598,264 

Less: accumulated depreciation and amortization

  (317,877)  (313,553)  (335,021)  (324,649)
 $277,035  $288,156 

Property, plant and equipment, net

 $270,198  $273,615 

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(5)Goodwill and Other Intangible Assets

 

At both June 30, 20152017 and 2014,2016, we had $25.4 million of goodwill, and $19.7 million of other indefinite-lived intangible assets consisting of Ethan Allen trade names, all of which is in our wholesale segment.

 

In the fourth quarter of fiscal years 2015, 2014,2017, 2016, and 2013,2015, the Company performed qualitative assessments of the fair value of the wholesale reporting unit and concluded it is more likely than not that the fair value of its goodwill exceeded its carrying value. In fiscal year 2011 the Company performed a quantitative assessment and determined the fair value of its wholesale reporting unit exceeded its carrying value by a substantial margin. The fair value of the trade name exceeded its carrying value by a substantial margin in fiscal years 2015, 20142017, 2016 and 2013.To2015.To calculate fair value of these assets, management relies on estimates and assumptions which by their nature have varying degrees of uncertainty. Management therefore looks for third party transactions to provide the best possible support for the assumptions incorporated. Management considers several factors to be significant when estimating fair value including expected financial outlook of the business, changes in the Company’s stock price, the impact of changing market conditions on financial performance and expected future cash flows, and other factors. Deterioration in any of these factors may result in a lower fair value assessment, which could lead to impairment of the long-lived assets and goodwill of the Company.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

(6)BorrowingsBorrowings

 

Total debt obligations at June 30 consist of the following (in thousands):

 

  

2015

  

2014

 
         

5.375% Senior Notes due 2015

 $-  $129,255 

Term loan

  35,000   - 

Revolver

  40,000   - 

Capital leases and other

  2,568   1,657 

Total debt

  77,568   130,912 

Less curent maturities

  3,341   501 

Total long-term debt

 $74,227  $130,411 
  

June 30,

  

June 30,

 
  

2017

  

2016

 
         

Revolving Credit Facility due 10/21/2019

 $-  $25,000 

Term Loan due 10/21/2019

  13,833   16,167 

Capital leases

  1,085   1,560 

Total debt obligations

  14,918   42,727 

Unamortized debt issuance costs

  (579)  (889)

Total debt

  14,339   41,838 

Less current maturities

  2,731   3,001 

Total long-term

 $11,608  $38,837 

 

In September 2005, we issued $200.0 million in ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes"). The Senior Notes were issued by Global, bearing an annual coupon rate of 5.375% with interest payable semi-annually in arrears on April 1 and October 1. We used the net proceeds of $198.4 million to improve our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes. In fiscal years 2011 through 2013, the Company repurchased an aggregate $70.6 million of the Senior Notes in several unsolicited transactions. On March 18, 2015, we repaid the remaining balance of $129.4 million, accrued interest of $3.2 million, and a “make whole” payment of $3.5 million, funded with $61.1 million from the Company’s existing cash balances, and $75 million from our senior secured revolving credit and term loan facility. In connection with this early redemption, the Company incurred a $3.7 million pre-tax charge, consisting of the “make whole” payment along with unamortized balances of bond discount and other costs. This charge is classified within the Consolidated Statements of Comprehensive Income under Interest and Other Income (Expense).

 

The Company entered into a five year, $150 million senior secured revolving credit and term loan facility on October 21, 2014, as amended January 28, 2015 (the “Facility”). The Facility amended and restated the previous five year, $50 million secured revolving credit facility in its entirety. The Facility, which expires on October 21, 2019, provides a term loan of up to $35 million and a revolving credit line of up to $115 million, subject to borrowing base availability. During March 2015, we utilized $35 million of the term loan and $40 million of the revolving credit line, along with available cash to fully redeem our Senior Notes. We incurred financing costs of $1.5 million under the Facility, which are being amortized by the straight-line method, which approximates the interest method, over the remaining life of the Facility.

 

At the Company’s option, revolving loans under the Facility bear interest, based on the average availability, at an annual rate of either (a) the London Interbank Offered rate (“LIBOR”) plus 1.5% to 1.75%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.5% to 0.75%. At June 30, 20152017 the annual interest rate in effect on the revolving loan was 1.6875%2.5625%.

 

At the Company’s option, term loans under the Facility bear interest, based on the Company’s rent adjusted leverage ratio, at an annual rate of either (a) the London Interbank Offered rate (“LIBOR”)LIBOR plus 1.75% to 2.25%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.75% to 1.25%. At June 30, 20152017 the annual interest rate in effect on the term loan was 1.9375%3.0%.

 

The Company pays a commitment fee of 0.15% to 0.25% per annum on the unused portion of the Facility, and fees on issued letters of credit at an annual rate of 1.5% to 1.75% based on the average availability. Certain payments are restricted if the availability under the revolving credit line falls below 20% of the total revolving credit line, and the Company is subject to pro forma compliance with the fixed charge coverage ratio if applicable.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Quarterly installments of principal on the term loan are payable based on a straight line 15 year15-year amortization period, with the balance due at maturity. In fiscal 2017 we repaid $25.0 million of the revolving credit facility with excess operating cash. The Company does not expect to repay the revolving creditin advance any additional portion of the Facility within the next year.

 

The Facility is secured by all property owned, leased or operated by the Company in the United States and includes certain real property owned by the Company and contains customary covenants which may limit the Company’s ability to incur debt; engage in mergers and consolidations; make restricted payments (including dividends)dividends and share repurchases); sell certain assets; and make investments.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The Facility includes a covenant that requires the Company mustto maintain at all times a minimum fixed charge coverage ratio of 1.0 to 1.0 for the first year and 1.1 to 1.0 at all times thereafter. Ifunless the outstanding term loans are less than $17.5 million and the fixed charge coverage ratio equals or exceeds 1.25 to 1.0, in which case the fixed charge coverage ratio ceases to apply and thereafter shallis only be triggered if average monthly availability is less than 15% of the amount of the revolving credit line. Our applicableThe Company has met the exemption conditions and is currently exempt from the fixed charge coverage ratio was 1.4 to 1.0 at June 30, 2015.covenant.

 

The Company intends to use the Facility for working capital and general corporate purposes, in addition to the refinancing of our Senior Notes which occurred in March 2015.including dividend payments and share repurchases. At June 30, 2015,2017 and June 30, 2016, there was $0.1 million and $0.2 million respectively, of standby letters of credit outstanding under the Facility and totalFacility. Total availability under the Facility of $74.8 million.

The Facility replaced a $50 million senior secured, asset-based revolving credit facility (the “Prior Facility”) which was in effect on June 30, 2014, and which would have expired March 25, 2016, or June 26, 2015 if the Senior Notes had not been refinanced prior to that date. At June 30, 2014, there was $0.6 million of standby letters of credit outstanding under the Prior Facility. The Prior Facility was secured by all property owned, leased or operated by the Company in the United States excluding any real property owned by the Company and contained customary covenants limiting the Company’s ability to incur debt, engage in mergers and consolidations, make restricted payments (including dividends), sell certain assets, and make investments. Remaining availability under the Prior Facility totaled $49.4$114.9 million at June 30, 20142017 and as a result, covenants and other restricted payment limitations did not apply.$89.8 million at June 30, 2016.

 

At both June 30, 20152017 and June 30, 2014,2016, we were in compliance with all covenants of under the Senior Notes and the credit facilities.facility.

 

For fiscal years ended June 30, 2015, 2014 and 2013, theThe weighted-average interest ratesrate applicable under our outstanding debt obligations for each year was approximately 4.8%, 5.5% and 5.5% respectively. of the last three fiscal years were as follows:

  

Fiscal Year Ended June 30,

 
  

2017

  

2016

  

2015

 

Weighted-average interest rate

  2.4%  2.0%  4.8%

Aggregate scheduled maturities of our debt obligations for each of the five fiscal years subsequent to June 30, 2015,2017, and thereafter are as follows (in thousands):

 

Fiscal Year Ended June 30

        

2016

 $3,341 

2017

  3,304 

2018

  2,815   2,999 

2019

  2,396   2,518 

2020

  65,712   9,294 

Subsequent to 2020

  - 

2021

  66 

2022

  41 

Subsequent to 2022

  - 

Total scheduled debt payments

 $77,568  $14,918 

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

(7)Leases

 

We lease real property and equipment under various operating lease agreements expiring at various times through 2039. Leases covering retail design center locations and equipment may require, in addition to stated minimums, contingent rentals based on retail sales or equipment usage. Generally, the leases provide for renewal for various periods at stipulated rates. Future minimum lease payments under non-cancelable operating leases for each of the five fiscal years subsequent to June 30, 2015,2017, and thereafter are shown in the table following.below. Also shown are minimum future rentals from subleases, which will partially offset lease payments in the aggregate (in thousands):

 

Fiscal Year Ended June 30

        
 

Minimum

  

Minimum

  

Minimum

  

Minimum

 
 

Future

  

Future

  

Future

  

Future

 
 

Lease

  

Sublease

  

Lease

  

Sublease

 
 

Payments

  

Rentals

 

2016

 $31,255  $1,688 

2017

  28,090   1,563 

Fiscal Year Ended June 30,

 

Payments

  

Rentals

 

2018

  26,253   1,462  $34,901  $2,012 

2019

  22,724   912   31,157  $1,469 

2020

  20,021   709   26,610   965 

Subsequent to 2020

  80,907   1,215 

2021

  24,118   776 

2022

  20,526   657 

Subsequent to 2022

  59,804   152 

Total

 $209,250  $7,549  $197,116  $6,031 

 

Total rent expense for each of the past three fiscal years ended June 30 was as follows (in thousands):

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Basic rentals under operating leases

 $31,220  $31,168  $32,020  $33,033  $31,692  $31,220 

Contingent rentals under operating leases

  160   215   57   142   180   160 
  31,380   31,383   32,077 

Basic and contingent rentals

  33,175   31,872   31,380 

Less: sublease rent

  (3,062)  (2,494)  (2,034)  (1,824)  (1,964)  (3,062)

Total rent expense

 $28,318  $28,889  $30,043  $31,351  $29,908  $28,318 

 

As of June 30, 2015 and 2014, deferredDeferred rent credits totaling $12.4 million and $12.5 million, respectively, and deferred lease incentives totaling $3.8 million and $3.1 million, respectively, are reflected in the Consolidated Balance Sheets. These amountsSheets and are amortized over the respective underlying lease terms on a straight-line basis as a reduction of rent expense. The amounts for the past two fiscal years are as follows:

  

2017

  

2016

 

Deferred rent credits

 $13,876  $13,003 

Deferred lease incentives

 $5,238  $4,538 

 

(8)Shareholders' Equity

 

Our authorized capital stock consists of (a) 150,000,000 shares of Class A Common Stock, par value $.01 per share, (b) 600,000 shares of Class B Common Stock, par value $.01 per share, and (c) 1,055,000 shares of Preferred Stock, par value $.01 per share,share. The Board of which (i) 30,000Directors may provide for the issuance of all or any shares have been designated Series A Redeemable Convertibleof Preferred Stock (ii) 30,000 shares have been designated Series B Redeemable Convertible Preferred Stock, (iii) 155,010 shares have been designatedin one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as Series C Junior Participating Preferred Stock,shall be stated and (iv)expressed in the remaining 839,990 shares may be designatedresolution or resolutions adopted by the Board of Directors withproviding for the issuance of such rightsclass or series and preferences as they determine (all such preferred stock, collectively,may be permitted by the "Preferred Stock"). SharesGeneral Corporation Law of Class B Common Stock are convertible to sharesthe State of our Common Stock upon the occurrence of certain events or other specified conditions being met.Delaware. As of June 30, 20152017 and 2014,2016, there were no shares of Preferred Stock or Class B Common Stock issued or outstanding.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Share Repurchase Program

 

On November 21, 2002, the Company’sour Board of Directors approved a share repurchase program authorizing us to repurchase up to 2.0 million2,000,000 shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent toAfter that date, the Board of Directors increased the then remaining shareaggregate authorization under the repurchase authorizationprogram on several separate occasions, the last of which was on April 13, 2015. As2015 when the Board of Directors increased the aggregate authorization to approximately 3,000,000 shares. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant.As of June 30, 20152017 we had a remaining Board authorization to repurchase 2.51.4 million shares.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

During the past three fiscal years, we repurchased and/or retired the following shares of our common stock (trade date basis):

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Common shares repurchased

  645,831   -   -   357,363   697,799   645,831 
Cost to repurchase common shares $16,469,725  $-  $-  $10,246,302  $19,346,104  $16,469,725 

Average price per share

 $25.50  $-  $-  $28.67  $27.72  $25.50 

 

For the fiscal years presented above, we funded our purchases of treasury stock with existing cash on hand and cash generated through current period operations. All of our common stock repurchases are recorded as treasury stock and result in a reduction of shareholders’ equity.

(9)Earnings per Share

 

The following table sets forth the calculation of weighted average shares for the fiscal years ended June 30 (in thousands):

 

  

2015

  

2014

  

2013

 

Weighted average common sharesoutstanding for basic calculation

  28,874   28,918   28,864 
             

Effect of dilutive stock options and othershare-based awards

  308   358   375 
             

Weighted average common sharesoutstanding adjusted for dilution calculation

  29,182   29,276   29,239 
  

2017

   

2016

   

2015

 

Weighted average shares of common stockoutstanding for basic calculation

  27,679 

 

  28,072 

 

  28,874 
               

Effect of dilutive stock options and othershare-based awards

  279    252    308 
               

Weighted average shares of common stockoutstanding adjusted for dilution calculation

  27,958    28,324    29,182 

 

Certain restricted stock awards and the potential exercise of certain stock options were excluded from the respective diluted earnings per share calculation because their impact is anti-dilutive. In 2015, 20142017, 2016 and 2013,2015, stock options and share based awards of 591,058, 724,292379,350, 460,155 and 877,100,591,058, respectively, have been excluded.

(10)Share-Based Compensation

 

For the twelve months ended June 30, 2015, 2014,2017, 2016, and 2013,2015, share-based compensation expense totaled $1.2 million, $1.3 million, $2.4 million, and $1.4$1.2 million respectively. These amounts have been included in the Consolidated Statements of Comprehensive Income within selling, general and administrative expenses. During the twelve months ended June 30, 2015, 2014,2017, 2016, and 2013,2015, we recognized related tax benefits associated with our share-based compensation arrangements totaling $0.5 million, $0.5$0.8 million and $0.5 million, respectively (before valuation allowances). Such amounts have been included in the Consolidated Statements of Comprehensive Income within income tax expense.

 

At June 30, 2017, we had 1,263,530 shares of common stock available for future issuance pursuant to the 1992 Stock Option Plan (the “Plan”). The maximum number of shares of common stock reserved for issuance under the Plan is 6,487,867 shares. The Plan provides for the grant of non-compensatory stock options to eligible employees and non-employee directors. Stock options under the Plan are non-qualified under section 422 of the Internal Revenue Code and allow for the purchase of shares of our common stock. The Plan also provides for the issuance of stock appreciation rights ("SARs") on issued options, however no SARs have been issued to date. The awarding of such options is determined by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Options are generally granted with an exercise price equal to the market price of our common stock at the date of grant, vest ratably over a specified service period, and have a contractual term of 10 years. Equity awards can also include performance vesting conditions. Company policy further requires an additional one year holding period beyond the service vest date for certain executives. Beginning January 31, 2014, grants to employees included both company performance and service vesting conditions (as further described below). Grants to independent directors had a 3-year service vest condition. Following is a description of grants made under the Plan.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Stock Option Awards

 

We estimate, as of the date of grant, the fair value of stock options awarded using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e. expected volatility) and option exercise activity (i.e. expected life). Expected volatility is based on the historical volatility of our stock. The risk-free rate of return is based on the U.S. Treasury bill rate forextrapolated to the term closest matching the expected life of the grant. The dividend yield is based on the annualized dividend rate at the grant date relative to the grant date stock price. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based, primarily, on historical data. The weighted average assumptions used for fiscal years ended June 30 are noted in the following table:

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Volatility

  52.9%  56.3%  56.5%  36.8%  48.1%  52.9%

Risk-free rate of return

  2.03%  1.52%  0.80%  1.03%  1.93%  2.03%

Dividend yield

  2.09%  1.55%  1.64%  1.96%  1.95%  2.09%

Expected average life (years)

  6.7   5.2   5.8   5.0   6.3   6.7 

 

At June 30, 2015, we had 1,382,400 shares of common stock available for future issuance pursuant to the 1992 Stock Option Plan (the “Plan”). The maximum number of shares of common stock reserved for issuance under the Plan is 6,487,867 shares. Following is a description of grants made under the Plan.

Stock Option Awards

The Plan provides for the grant of non-compensatory stock options to eligible employees and non-employee directors. Stock optionsOptions granted under the Plan are non-qualified under Section 422 of the Internal Revenue code and allow for the purchase of shares of our common stock. The Plan also provides for the issuance of stock appreciation rights ("SARs") on issued options, however, no SARs have been issued as of June 30, 2015. The awarding of such options is determined by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Option awards are generally granted with an exercise price equal to the market price of our common stock at the date of grant, vest ratably over a specified service period, and have a contractual term of 10 years. In fiscal 2015 the service period was 5 years for awards to employees (as further described below), and 3 years for awards to independent directors.

Effective Octoberbeginning January 1, 2011, the Company and M. Farooq Kathwari, our President and Chief Executive Officer, entered into a new employment agreement (the "Agreement"). Pursuant to the terms of the Agreement, Mr. Kathwari was awarded on October 1, 2011, options to purchase 300,000 shares of our common stock at an exercise price of $13.61 which vest ratably over a 5-year period on each June 30, unless earlier vested, in certain circumstances, in accordance with the terms of the Agreement. During fiscal 2015 the Company granted to certain executives of the Company other than Mr. Kathwari, options to purchase an aggregate of 195,000 shares of our common stock, which2014 vest provided certain performance and service conditions are met (“Performance Options”). The performance conditions allow the potential vesting in three equal tranches, provided attainment of a minimum annual 5% growth in operating income (as defined in the agreement) for each of the ensuing three fiscal years. If the minimum annual growth is not achieved in any fiscal year, that tranche is forfeited, except that if a cumulative compound growth rate of 5% is achieved at the end of the three fiscal years, performance conditions for all three tranches will have been met. Service conditions require an additional period after performance conditions are met. Consequently, assuming both performance and service conditions are met, shares become exercisable between 3 and 5 years from grant date. At June 30, 2015, 43,6672017, 196,000 Performance Options achieved the performance conditions, and consequently will vest ratably in three equal tranches on the grant date anniversary in years three, four and five provided service conditions are also met. The Company considers the remaining 282,333130,000 Performance Options to be probable of achievingdid not achieve the respective performance conditions so they are being amortizedthe amortization to expense over their respective service periods.date was reversed at June 30 2017, and the options will be cancelled during fiscal 2018. The Performance Options are reflected in the options tables presented below. All options were issued at the closing stock price on each grant date, and have a contractual term of 10 years. A summary of stock option activity occurring during the fiscal year ended June 30, 20152017 is presented below:below.

 


          

Weighted

     
      

Weighted

  

Average

     
      

Average

  

Remaining

     
      

Exercise

  

Contractual

  

Aggregate

 

Options

 

Shares

  

Price

  

Term (yrs)

  

Intrinsic Value

 

Outstanding - June 30, 2016

  907,073  $24.08         

Granted

  20,153   34.73         

Exercised

  (58,450)  20.51         

Canceled (forfeited/expired)

  (32,756)  28.77         

Outstanding - June 30, 2017

  836,020   24.41   4.2  $6,900,417 

Exercisable - June 30, 2017

  550,736  $23.33   2.4  $5,201,916 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

          

Weighted

     
      

Weighted

  

Average

     
      

Average

  

Remaining

     
      

Exercise

  

Contractual

  

Aggregate

 

Options

 

Shares

  

Price

  

Term (yrs)

  

Intrinsic Value

 

Outstanding - June 30, 2014

  1,323,376  $23.65         

Granted

  221,316   25.79         

Exercised

  (306,966)  13.42         

Canceled (forfeited/expired)

  (242,838)  35.80         

Outstanding - June 30, 2015

  994,888   24.33   5.9  $3,719,896 

Exercisable - June 30, 2015

  540,314  $24.65   3.5  $2,565,056 

The weighted average grant-date fair value of options granted during fiscal 2017, 2016 and 2015 2014,was $8.30, $11.53 and 2013 was $11.30 $11.42 and $9.96 respectively. The total intrinsic value of options exercised during 2017, 2016 and 2015 2014 and 2013 was $4.5$0.8 million, $0.2$0.3 million, and $0.8$4.5 million, respectively. As of June 30, 2015,2017, there was $3.1$0.7 million of total unrecognized compensation cost related to nonvested options granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.01.8 years. A summary of the nonvested shares as of June 30, 20152017 and changes during the year then ended is presented below:

      Weighted Average 
      Grant Date 

Options

 

Shares

  Fair Value 

Nonvested June 30, 2014

  330,677  $9.10 

Granted

  221,316   11.30 

Vested

  (87,419)  7.31 

Canceled (forfeited/expired)

  (10,000)  10.25 

Nonvested at June 30, 2015

  454,574  $10.49 

Restricted Stock Awards

On July 26, 2011, as a result of the Company’s performance, the Compensation Committee of the Company’s board of directors awarded Mr. Kathwari 30,000 service-based restricted shares, which vest in three equal annual installments on the grant date anniversary. Effective October 1, 2011, pursuant to the terms of the Agreement, Mr. Kathwari was awarded 105,000 shares of restricted stock, which vest ratably over a 5-year period on each June 30, unless earlier vested, in certain circumstances, in accordance with the terms of the Agreement.

A summary of nonvested restricted share activity occurring during the fiscal year ended June 30, 2015 is presented below.

 

     

Weighted

      Weighted Average 
     

Average

 
     

Grant Date

 

Restricted Awards

 

Shares

  

Fair Value

 

Nonvested - June 30, 2014

  52,000  $14.66 

Options

 

Shares

  Grant Date Fair Value 

Nonvested June 30, 2016

  353,702  $11.28 

Granted

  -       20,153   8.30 

Vested

  (31,000)  15.37   (71,904)  10.67 

Canceled (forfeited/expired)

  -       (16,667)  11.25 

Nonvested - June 30, 2015

  21,000  $13.61 

Nonvested at June 30, 2017

  285,284  $11.18 

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Stock Unit Awards

We account for stock unit awards as equity-based awards because upon vesting, they will be settled in common shares. These awards, which contain time and other vesting conditions, may also contain performance conditions providing recipients a contingent right to receive shares of the Company's common stock ("Performance Units"), conditioned upon the Company's achievement of certain performance targets and goals, and subject to the terms of the agreements. For Performance Units, we expense as compensation cost the fair value of the shares as of the grant date, and amortize expense ratably over the total performance and time vest period, taking into account the probability that we will satisfy the performance goals. We estimate, as of the date of grant, the fair value of Performance Units with a discounted cash flow model, using as model inputs the risk-free rate of return as the discount rate, dividend yield for dividends not paid during the restriction period, and a discount for lack of marketability for a one-year post-vest holding period. The lack of marketability discount used is the present value of a future put option using Monte-Carlo and Black-Scholes pricing models. The weighted average assumptions used for the fiscal years ended June 30 are noted in the table following. No Performance based restricted stock unit awards were granted under the Plan prior to December 1, 2015.

  

2017

  

2016

 

Volatility

  30.8%  33.3%

Risk-free rate of return

  0.92%  0.77%

Dividend yield

  1.97%  1.99%

Expected average life (years)

  2.04   1.75 

For each grant of Performance Units, the amount of the grant that will be earned and paid will be determined by reference to the achievement of certain performance goals for each of two initial fiscal years (on a cumulative basis) and the three fiscal years (on a cumulative basis) applicable to such grant.Equity-based compensation expenses related to performance-based shares recognized in our consolidated statements of comprehensive income are presented in the following table for the fiscal years ended June 30 (in thousands).

Granted within fiscal years ending June 30,

 

2017

  

2016

 

2016

 $794  $733 

2017

  12   - 

Total expense

 $806  $733 

A summary of stock unit activity occurring during the fiscal year ended June 30, 2017 is presented below.

      

Weighted

 
      

Average

 
      

Grant Date

 
  

Units

  

Fair Value

 

Non-vested units at June 30, 2016

  218,050  $24.53 

Granted

  90,280   29.28 

Vested

  -   - 

Canceled (forfeited/expired)

  -   - 

Non-vested units at June 30, 2017

  308,330   25.92 

As of June 30, 2015,2017, there was $0.3 million of total unrecognized compensation cost related to restricted sharesnonvested units granted under the Plan.Plan based on our probability estimates. That cost is expected to be recognized over a weighted average period of 1.02.3 years. The total fair value of restricted shares vested during the fiscal years ending June 30, 2015 and 2014 was $0.8 million and $0.9 million respectively.

 

Restricted Stock Unit Awards

In connection with previous employment agreements, Mr. Kathwari

No restricted stock awards were granted or vested during fiscal 2017 and there was deemedno unrecognized compensation cost related to have earned 126,000 stock units. Inrestricted shares granted under the event of the termination of his employment, regardless of the reason for termination, Mr. Kathwari will receive shares of common stock equal to the number of stock units earned.

Plan.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(11)Income Taxes

 

Income tax expense (benefit) attributable to income from operations consists of the following for the fiscal years ended June 30 (in thousands):

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Current:

                        

Federal

 $15,064  $20,693  $13,305  $15,265  $27,660  $15,064 

State

  489   1,900   1,822   1,585   2,898   489 

Foreign

  55   60   125   445   88   55 

Total current

  15,608   22,653   15,252   17,295   30,646   15,608 

Deferred:

                        

Federal

  2,979   (941)  1,798   3,413   (237)  2,979 

State

  759   (1,921)  669   85   207   759 

Foreign

  195   (320)  (23)  8   703   195 

Total deferred

  3,933   (3,182)  2,444   3,506   673   3,933 

Income Tax Expense (Benefit)

 $19,541  $19,471  $17,696  $20,801  $31,319  $19,541 

 

The following is a reconciliation of expected income tax expense (benefit) (computed by applying the federal statutory income tax rate to income before taxes) to actual income tax expense (benefit) (in thousands):

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 
                                                

Expected Income Tax Expense

 $19,839   35.0% $21,841   35.0% $17,561   35.0% $19,947   35.0% $30,785   35.0% $19,839   35.0%

State income taxes, net of federal income tax

  1,597   2.8%  2,209   3.5%  1,467   2.9%  1,403   2.5%  2,514   2.9%  1,597   2.8%

Valuation allowance

  409   0.7%  (1,540)  -2.5%  631   1.3%  329   0.6%  339   0.4%  409   0.7%

Section 199 Qualified Production Activities deduction

  (998)  -1.8%  (1,342)  -2.2%  (1,157)  -2.3%  (999)  -1.8%  (1,513)  -1.7%  (998)  -1.8%

Unrecognized tax expense (benefit)

  (641)  -1.1%  (904)  -1.4%  30   0.1%  (48)  -0.1%  (479)  -0.5%  (641)  -1.1%

Other, net

  (665)  -1.2%  (793)  -1.3%  (836)  -1.7%  169   0.3%  (327)  -0.4%  (665)  -1.2%

Actual income tax expense (benefit)

 $19,541   34.5% $19,471   31.2% $17,696   35.3% $20,801   36.5% $31,319   35.6% $19,541   34.5%


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The deferred income tax asset and liability balances at June 30 (in thousands) include:

 

 

2015

  

2014

  

2017

  

2016

 

Deferred tax assets:

                

Accounts receivable

 $534  $557 

Inventories

  -   223 

Employee compensation accruals

  4,555   5,168   4,395   4,343 

Stock based compensation

  2,639   2,468   2,878   2,665 

Deferred rent credits

  5,943   5,695   7,290   6,705 

Restructuring charges

  387   465 

Net operating loss carryforwards

  4,059   4,004   3,687   3,375 

Inventories

  1,254   155 

Goodwill

  2,748   3,870   953   1,729 

Other, net

  2,320   2,693   2,396   2,504 

Total deferred tax assets

  23,185   25,143   22,853   21,476 

Less: Valuation allowance

  (1,816)  (1,408)  (2,485)  (2,155)

Net deferred tax assets

  21,369   23,735  $20,368  $19,321 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

 

2017

  

2016

 

Deferred tax liabilities:

                

Inventories

  149   - 

Property, plant and equipment

  1,358   622   5,360   654 

Intangible assets other than goodwill

  14,261   14,306   14,166   14,260 

Commissions

  3,999   3,274   3,420   3,478 

Other, net

  -   -   -   - 

Total deferred tax liability

  19,767   18,202   22,946   18,392 

Total net deferred tax asset

 $1,602  $5,533 

Total net deferred tax asset (liability)

 $(2,578) $929 

 

The deferred tax balances are classified in the Consolidated Balance Sheets as follows at June 30 (in thousands):

 

 

2015

  

2014

  

2017

  

2016

 

Current assets

 $2,301  $4,028  $3,916  $3,174 

Non-current assets

  3,932   4,440   1,167   835 

Current liabilities

  -   -   -   - 

Non-current liabilities

  4,631   2,935   7,661   3,080 

Total net deferred tax asset

 $1,602  $5,533 

Total net deferred tax asset (liability)

 $(2,578) $929 

 

Note:        Current deferred tax assets and liabilities and non-current deferred tax assets and liabilities have been presented net in the Consolidated Balance Sheets.

 

We evaluate our deferred taxes to determine if the “more likely than not” standard of evidence has not been met thereby supporting the need for a valuation allowance. A valuation allowance must be established for deferred tax assets when it is less than 50% likely that assets will be realized. At June 30 of 2015, 20142017 and 2013,2016, such an allowance was in place against the Belgian foreign tax assets, in our retail segment, and at June 30, 20152017 this valuation allowance was approximately $1.8$2.5 million. At June 30, 2013, a valuation allowance was also in place against certain U.S. retail segment assets. During fiscal 2014, we determined these assets would likely be realized due to a return to profitability that remains through fiscal 2015. Accordingly, during fiscal 2014, we released all of the U.S. retail segment valuation allowance remaining against deferred tax assets, recording a tax benefit of $2 million at that time.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The Company’s deferred income tax assets at June 30, 20152017 with respect to the net operating losses expire as follows (in thousands):

 

  

Deferred

  

Net Operating

 
  

Income

  

Loss

 
  

Tax Assets

  

Carryforwards

 

United States (State), expiring between 2016 and 2032

 $1,641  $35,761 

Foreign, Expiring between 2029 and 2033

  2,419   7,579 
  

Deferred

  

Net Operating

 
  

Income

  

Loss

 
  

Tax Assets

  

Carryforwards

 

United States (State), expiring between 2018 and 2032

 $1,110  $23,760 

Foreign, Expiring in 2034

  2,577   7,622 

 

Deferred U.S. federal income taxes are not provided for unremitted foreign earnings of our foreign subsidiaries because we expect those earnings will be permanently reinvested.

 

Uncertain Tax Positions

 

We recognize interest and penalties related to income tax matters as a component of income tax expense. If the $3.1$2.1 million of unrecognized tax benefits and related interest and penalties as of June 30, 20152017 were recognized, approximately $2.0$1.4 million would be recorded as a benefit to income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits including related interest and penalties as of June 30, 20152017 and 20142016 is as follows (in thousands):

 

 

2015

  

2014

  

2017

  

2016

 

Beginning balance

 $4,699  $6,843  $2,170  $3,117 

Additions for tax positions taken

  568   1,642   646   776 

Reductions for tax positions taken in prior years

  (1,555)  (2,853)  (694)  (1,530)

Settlements

  (596)  (933)  (16)  (193)

Ending balance

 $3,117  $4,699  $2,106  $2,170 

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

It is reasonably possible that various issues relating to approximately $1.2$0.2 million of the total gross unrecognized tax benefits as of June 30, 20152017 will be resolved within the next twelve months as exams are completed or statutes expire. If recognized, approximately $0.8$0.1 million of unrecognized tax benefits would reduce our tax expense in the period realized. However, actual results could differ from those currently anticipated.

 

The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by the taxing authorities in such major jurisdictions as the U.S. Canada, Mexico, Belgium and Honduras. As of June 30, 2015,2017, the Company and certain subsidiaries are currently under audit from 20072014 through 20132016 in the U.S. While the amount of uncertain tax benefits with respect to the entities and years under audit may change within the next twelve months, it is not anticipated that any of the changes will be significant.

(12)Employee Retirement Programs

 

The Ethan Allen Retirement Savings Plan

The Ethan Allen Retirement Savings Plan (the "Savings Plan") is a defined contribution plan, which is offered to substantially all of our employees who have completed three consecutive months of service regardless of hours worked. We may, at our discretion, make a matching contribution to the 401(k) portion of the Savings Plan on behalf of each participant. Total 401(k) Company match expense amounted to $3.5 million in 2017, $3.4 million in 2016, and $3.3 million in 2015, $2.8 million in 2014, and $2.9 million in 2013. The contribution was made entirely in cash in 2015, 2014 and 2013.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES2015.

 

Other Retirement Plans and Benefits

Ethan Allen provides additional benefits to selected members of senior and middle management in the form of previously entered deferred compensation arrangements and a management cash bonus and other incentive programs. The total cost of these benefits was $1.0 million, $3.6 million, and $3.7 million $3.5 million,in 2017, 2016 and $3.4 million in 2015, 2014 and 2013, respectively.

(13)Litigation

Environmental Matters

We and our subsidiaries are subject to various environmental laws and regulations. Under these laws, we and/or our subsidiaries are, or may be, required to remove or mitigate the effects on the environment of the disposal or release of certain hazardous materials. We believe our currently anticipated capital expenditures for environmental control facility matters are not material.

 

We are routinely party to various legal proceedings, including investigations or as a defendant in litigation, in the ordinary course of business. We are also subject to othervarious federal, state and local environmental protection laws and regulations and are involved, from time to time, in investigations and proceedings regarding environmental matters. Such investigations and proceedings typically concern air emissions, water discharges, and/or management of solid and hazardous wastes. We believe thatUnder these laws, we and/or our facilitiessubsidiaries are, in material compliance with all applicable environmental laws and regulations.or may be, required to remove or mitigate the effects on the environment of the disposal or release of certain hazardous materials.

 

Federal and state regulations providedRegulations issued under the initiative for usClean Air Act Amendments of 1990 required the industry to reformulate certain furniture finishes or institute process changes to reduce emissions of volatile organic compounds. Compliance with many of these requirements has been facilitated through the introduction of high solids coating technology and alternative formulations. In addition, we have instituted a variety of technical and procedural controls, including reformulation of finishing materials to reduce toxicity, implementation of high velocity low pressure spray systems, development of storm water protection plans and controls, and further development of related inspection/audit teams, all of which have served to reduce emissions per unit of production. We remain committed to implementing new waste minimization programs and/or enhancing existing programs with the objective of (i) reducing the total volume of waste, (ii) limiting the liability associated with waste disposal, and (iii) continuously improving environmental and job safety programs on the factory floor which serve to minimize emissions and safety risks for employees. We will continue to evaluate the most appropriate, cost effective, control technologies for finishing operations and design production methods toTo reduce the use of hazardous materials in the manufacturing process.process, we will continue to evaluate the most appropriate, cost-effective control technologies for finishing operations and production methods. We believe that our facilities are in material compliance with all such applicable laws and regulations. Our currently anticipated capital expenditures for environmental control facility matters are not material.

 

On a quarterly basis, we review our litigation activities and determine if an unfavorable outcome to us is considered “remote”, “reasonably possible” or “probable” as defined by U.S. GAAP. Where we determine an unfavorable outcome is probable and is reasonably estimable, we accrue for potential litigation losses. The liability we may ultimately incur with respect to such litigation matters, in the event of a negative outcome, may be in excess of amounts currently accrued, if any; however, we do not expect that the reasonably possible outcome of these litigation matters would, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. Where we determine an unfavorable outcome is not probable or reasonably estimable, we do not accrue for any potential litigation loss.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Although the outcome of the various claims and proceedings against us cannot be predicted with certainty, management believes that the likelihood is remote that any existing claims or proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

(14)Accumulated Other Comprehensive Income

 

The following table sets forth the activity in accumulated other comprehensive income for the fiscal yearyears ended June 30 2015 (in thousands):

 

 

Foreign

      

Unrealized

      

Years ended June 30,

 
 

currency

      

gains and

      

2017

  

2016

 
 

translation

  

Derivative

  

losses on

     
 

adjustments

  

instruments

  

investments

  

Total

 

Balance June 30, 2014

 $670  $(39) $11  $642 

Beginning balance

 $(4,846) $(2,638)

Changes before reclassifications

 $(3,308) $-  $(11) $(3,319)  715   (2,208)

Amounts reclassified from accumulatedother comprehensive income

 $-  $39  $-  $39   -   - 

Current period other comprehensive income

 $(3,308) $39  $(11) $(3,280)  715   (2,208)

Balance June 30, 2015

 $(2,638) $-  $-  $(2,638)

Ending balance

 $(4,131) $(4,846)

 

Foreign currency translation adjustments are the result of changes in foreign currency exchange rates related to our operations in Canada, Belgium, Honduras and Mexico, and exclude income taxes given that the earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time. The derivative instruments were reclassified to interest expense in our consolidated statements of operations.

period.

(15)Segment Information

 

Our operations are classified into two operating segments: wholesale and retail. Theseretail operating segments represent strategic business areas which, although theyof our vertically integrated enterprise that operate separately and provide their own distinctive services, enableservices. This vertical structure enables us to more effectively offer our complete line of home furnishings and accents.

The wholesale segment is principally involved in the developmentaccents more effectively while controlling quality and cost. We evaluate performance of the Ethan Allen brand, which encompasses the design, manufacture, domesticrespective segments based upon revenues and offshore sourcing, sale and distribution of a full range of home furnishings and accents to a network of independently operated and Ethan Allen operated design centers as well as related marketing and brand awareness efforts. Wholesale revenue is generated upon the wholesale sale and shipment of our product to all retail design centers, including those operated by Ethan Allen. Wholesale profitability includes (i) the wholesale gross margin, which represents the difference between the wholesale sales price and the cost associated with manufacturing and/or sourcing the related product, and (ii) other operating costs associated with wholesale segment activities.

The retail segment sells home furnishings and accents to consumers through a network of Company operated design centers. Retail revenue is generated upon the retail sale and delivery of our product to our customers. Retail profitability includes (i) the retail gross margin, which represents the difference between the retail sales price and the cost of goods purchased from the wholesale segment, and (ii) other operating costs associated with retail segment activities.

income. Inter-segment eliminationstransactions result, primarily, from the wholesale sale of inventory to the retail segment, including the related profit margin.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We evaluate performanceAs of June 30, 2017, the respective segments based upon revenuesCompany operated 148 design centers (our retail segment) and operating income. While the manner in which our home furnishings and accents are marketed and sold is consistent, the nature of the underlying recorded sales (i.e. wholesale versus retail) and the specific services that each operating segment provides (i.e. wholesale manufacturing, sourcing, and distribution versus retail selling) are different. Within theindependent retailers operated 155 design centers. Our wholesale segment we maintain revenue information accordingnet sales include sales to each respective product line (i.e. case goods, upholstery, or home accentsour retail segment, which are eliminated in consolidation, and other). The allocationsales to our independent retailers. Our retail segment net sales accounted for 79% of retailour consolidated net sales by product line generally follows that of thein fiscal 2017. Our wholesale segment (seenet sales to independent retailers accounted for 21%, including approximately 11.9% of our consolidated net sales in fiscal 2017 to the product line table below). A breakdown of wholesale sales by product line for each of the last three fiscal years ended June 30 is provided below:

  

Fiscal Year Ended June 30,

 
  

2015

  

2014

  

2013

 

Case Goods

  34%  36%  37%

Upholstered Products

  48%  48%  48%

Home Accessories and Other

  18%  16%  15%
   100%  100%  100%

ten largest independent retailers, who operate 101 design centers. Information for each of the last three fiscal years ended June 30 is provided below (in thousands):

 

 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Net sales:

                        

Wholesale segment

 $469,384  $453,607  $434,439  $453,326  $491,467  $469,384 

Retail segment

  579,713   580,739   578,284   603,677   626,511   579,713 

Elimination of inter-company sales

  (294,497)  (287,687)  (283,640)  (293,618)  (323,776)  (294,497)

Consolidated Total

 $754,600  $746,659  $729,083  $763,385  $794,202  $754,600 
                        

Operating income (loss):

                        

Wholesale segment

 $66,988  $57,816  $50,843  $53,505  $74,412  $66,988 

Retail segment

  1,726   10,515   8,016   1,198   16,450   1,726 

Adjustment of inter-company profit (1)

  (2,780)  1,305   1,578   3,247   (1,683)  (2,780)

Consolidated Total

 $65,934  $69,636  $60,437  $57,950  $89,179  $65,934 
                        

Depreciation & Amortization:

                        

Wholesale segment

 $8,044  $7,887  $8,166  $7,550  $7,587  $8,044 

Retail segment

  11,098   10,043   9,842   12,565   11,766   11,098 

Consolidated Total

 $19,142  $17,930  $18,008  $20,115  $19,353  $19,142 
                        

Capital expenditures:

                        

Wholesale segment

 $9,427  $11,013  $7,024  $8,589  $12,446  $9,427 

Retail segment

  10,360   8,292   11,981   9,056   10,521   10,360 

Acquisitions

  1,991   -   770   676   165   1,991 

Consolidated Total

 $21,778  $19,305  $19,775  $18,321  $23,132  $21,778 
  

June 30

  

June 30

  

June 30

 
  

2015

  

2014

  

2013

 

Total Assets:

            

Wholesale segment

 $297,280  $339,271  $291,942 

Retail segment

  341,886   344,025   355,233 

Inventory profit elimination (2)

  (31,858)  (28,862)  (29,890)

Consolidated Total

 $607,308  $654,434  $617,285 

(1)     Represents the change in wholesale profit contained in Ethan Allen design center inventory at the end of the period.

(2)     The wholesale profit contained in the retail segment inventory that has not yet been realized. These profits are realized when the related inventory is sold.

 


  

June 30,

  

June 30,

  

June 30,

 
  

2017

  

2016

  

2015

 

Total Assets:

            

Wholesale segment

 $279,364  $271,116  $295,949 

Retail segment

  319,341   339,942   341,886 

Inventory profit elimination (2)

  (30,483)  (33,649)  (31,858)

Consolidated Total

 $568,222  $577,409  $605,977 

 

(1)

Represents the change in wholesale profit contained in Ethan Allen design center inventory at the end of the period.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(2)

The wholesale profit contained in the retail segment inventory that has not yet been realized. These profits are realized when the related inventory is sold.

 

Our international net sales are comprised of our wholesale segment sales to independent retailers and our retail segment sales to consumers through the Company operated design centers. The number of international design centers, and the related net sales as a percent of our consolidated net sales is shown in the following table.

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 

Independent design centers

  97   91   86   107   103   97 

Company operated design centers

  7   8   8   6   6   7 

Total international design centers

  104   99   94   113   109   104 
                        

Percentage of consolidated net sales

  11.6%  10.6%  8.9%  10.0%  9.2%  11.6%

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(16)Selected Quarterly Financial Data (Unaudited)

 

Tabulated below is selected financial data for each quarter of the fiscal years ended June 30, 2015, 2014,2017, 2016, and 20132015 (in thousands, except per share data):

 

 

Quarter Ended

  

Quarter Ended

 
 

September 30

  

December 31

  

March 31

  

June 30

 

Fiscal 2017:

                

Net Sales

 $193,287  $194,672  $180,501  $194,925 

Gross profit

  108,467   108,124   94,735   108,397 

Net income

  11,529   10,700   2,282   11,683 

Earnings per basic share

  0.42   0.39   0.08   0.42 

Earnings per diluted share

  0.41   0.38   0.08   0.42 

Dividends declared per common share

  0.17   0.19   0.19   0.19 
                

Fiscal 2016:

                

Net Sales

 $190,391  $207,535  $190,583  $205,693 

Gross profit

  104,673   116,058   105,717   115,788 

Net income

  13,147   16,534   10,178   16,778 

Earnings per basic share

  0.46   0.58   0.37   0.60 

Earnings per diluted share

  0.46   0.58   0.36   0.60 

Dividends declared per common share

  0.14   0.14   0.17   0.17 
 

September 30

  

December 31

  

March 31

  

June 30

                 

Fiscal 2015:

                                

Net Sales

 $190,706  $197,067  $173,259  $193,568  $190,706  $197,067  $173,259  $193,568 

Gross profit

  104,803   106,074   94,110   106,176   104,803   106,074   94,110   106,176 

Net income

  11,879   10,038   2,536   12,689   11,879   10,038   2,536   12,689 

Earnings per basic share

  0.41   0.35   0.09   0.44   0.41   0.35   0.09   0.44 

Earnings per diluted share

  0.41   0.34   0.09   0.44   0.41   0.34   0.09   0.44 

Dividends declared per common share

  0.12   0.12   0.12   0.14   0.12   0.12   0.12   0.14 
                

Fiscal 2014:

                

Net Sales

 $181,659  $193,104  $173,061  $198,835 

Gross profit

  98,743   105,999   93,130   108,624 

Net income

  9,034   11,555   5,258   17,084 

Earnings per basic share

  0.31   0.40   0.18   0.59 

Earnings per diluted share

  0.31   0.39   0.18   0.58 

Dividends declared per common share

  0.10   0.10   0.10   0.10 
                

Fiscal 2013:

                

Net Sales

 $187,437  $191,251  $168,144  $182,251 

Gross profit

  104,253   103,967   91,785   98,344 

Net income

  10,064   9,846   4,374   8,194 

Earnings per basic share

  0.35   0.34   0.15   0.28 

Earnings per diluted share

  0.35   0.34   0.15   0.28 

Dividends declared per common share

  0.09   0.50   0.09   0.09 

 

(17)Financial Instruments

 

We determine fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the Company. In addition, the fair value of liabilities includes consideration of non-performance risk including our own credit risk. Each fair value measurement is reported in one of the three levels, determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determinedliability using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

The following section describes the valuation methodologies we use to measure different financial assets and liabilities at fair value.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following table presents our assets and liabilities measured at fair value on a recurring basis at June 30, 20152017 and June 30, 2014 (in2016

(in thousands):

 

June 30, 2015

 
 

June 30, 2017

  

June 30, 2016

 
 

Level 1

  

Level 2

  

Level 3

  

Balance

  

Level 1

  

Level 2

  

Balance

  

Level 1

  

Level 2

  

Balance

 

Cash equivalents

 $84,192  $-  $-  $84,192  $65,031  $-  $65,031  $60,479  $-  $60,479 

Available-for-sale securities

  -   2,198   -   2,198   -   -   -   -   -   - 

Total

 $84,192  $2,198  $-  $86,390  $65,031  $-  $65,031  $60,479  $-  $60,479 

 

June 30, 2014

 
  

Level 1

  

Level 2

  

Level 3

  

Balance

 

Cash equivalents

 $117,683  $-  $-  $117,683 

Available-for-sale securities

  -   18,153   -   18,153 

Total

 $117,683  $18,153  $-  $135,836 

 

Cash equivalents consist of money market accounts, and mutual funds in U.S. government and agency fixed income securities. We use quoted prices in active markets for identical assets or liabilities to determine fair value. There were no transfers between level 1 and level 2 during fiscal years 20152017 or 2014.2016. At June 30, 20152017 and 2014, $8.02016, $7.3 million and $8.5$7.8 million, respectively, of cash equivalents were restricted and classified as a long-term asset.

 

At June 30, 2015We did not hold any available-for-sale securities consist of $2.2 million of U.S. municipal bonds, and at June 30, 2014, available for sale securities consisted of $18.2 million in U.S.2017 or 2016 as all municipal bonds. All securities in both years have maturities of less than two years,bonds matured and are rated A/A2 or better by S&P/Moody’s respectively.the proceeds were transferred to our operating cash accounts. There were no material gross unrealized gains or losses on available-for-sale securities at June 30, 20152017 or June 30, 2014.

Additional information on available-for-sale securities balances at June 30 are provided in the following table (in thousands).

  

Amortized

  

Fair

 
  

Cost Basis

  

Value

 

2015

 $2,155  $2,198 

2014

 $17,909  $18,153 

The contractual maturities of our available-for-sale investments as of June 30, 2015 and 2013 were as follows (in thousands):

June 30, 2015

 
      

Estimated

 
  

Cost

  

Fair Value

 

Due in one year or less

 $2,296  $2,198 

Due after one year through five years

 $-  $- 

June 30, 2014

 
      

Estimated

 
  

Cost

  

Fair Value

 

Due in one year or less

 $16,049  $15,863 

Due after one year through five years

 $2,296  $2,290 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Proceeds from sales of investments available for sale were $15.4 million in fiscal 2015 and $14.9 million during fiscal 2014, resulting in no material gain or loss in either period. There were no investments that have been in a continuous loss position for more than one year, and there have been no other-than-temporary impairments recognized.2016.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets, including our cost and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2015, we determined that certain long-lived assets of our retail design centers in Belgium were impaired, and an impairment charge of $0.8 million was recorded. The Company’s decision during the third quarter of fiscal 2015 to exit the lease in Brussels led to our re-evaluation of the future cash flows ofrecorded at that asset group over a shorter useful life than previously expected.

time.

(18)Restricted Cash and Investments

 

At June 30, 20152017 and 20142016 we held $8.0$7.3 million and $8.5$7.8 million, respectively, of cash and investments in lieu of providing letters of credit for the benefit of the provider of our workmen’s compensation and other insurance liabilities, and for the benefit of the issuer of our private label credit cards to ensure funding for delivery of products sold.liabilities. These restricted funds, which can be invested by us in money market mutual funds, and U.S. Treasuries and U.S. Government agency fixed income instruments with maturities of two years or less, cannot be withdrawn from our account without the prior written consent of the secured parties. These restricted funds are classified as long-term assets because they are not expected to be used within one year to fund operations. See also Note 17, “Financial Instruments”.

(19)     

(19)     Subsequent Events

 

None.

(20)     VALUATION AND QUALIFYING ACCOUNTSValuation and Qualifying Accounts

 

The following table provides information regarding the Company’s sales discounts, sales returns and allowance for doubtful accounts (in thousands):

 

     

Additions

              

Additions

         
 

Balance at

  

(Reductions)

  

Adjustments

  

Balance at

  

Balance at

  

(Reductions)

  

Adjustments

  

Balance at

 
 

Beginning

  

Charged to

  

and/or

  

End of

  

Beginning

  

Charged to

  

and/or

  

End of

 
 

of Period

  

Income

  

Deductions

  

Period

  

of Period

  

Income

  

Deductions

  

Period

 

Accounts Receivable:

                                

Sales discounts, sales returns andallowance for doubtful accounts:

                                

June 30, 2017

 $1,639  $28  $-  $1,667 

June 30, 2016

  1,386   253   -   1,639 

June 30, 2015

 $1,442  $(56) $-  $1,386  $1,442  $(56) $-  $1,386 

June 30, 2014

 $1,230  $212  $-  $1,442 

June 30, 2013

 $1,250  $(20) $-  $1,230 

 

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 9A.   Controls and Procedures

 

Management's Report on Disclosure Controls and Procedures

 

OurWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including theour Chairman of the Board and Chief Executive Officer ("Officer("CEO")and Executive Vice President Administration and Chief Financial Officer("CFO"), as appropriate, to allow timely decisions regarding required financial disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including the CEO and the Chief Financial Officer ("CFO"), conducted an evaluationCFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the CEO and CFO have concluded that, as of June 30, 2015,2017, our disclosure controls and procedures were effective in ensuring that material information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in our periodic reports filed or submitted underto the Exchange ActSEC is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Management's Report on Internal Control over Financial Reporting 

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as(as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)). UnderOur internal control over financial reporting is a process designed to provide reasonable assurance regarding the supervisionreliability of financial reporting and the preparation of financial statements for external purposes in accordance with the participationU.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of management, including the CEO and CFO, we conducted an evaluationunauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Management has assessed the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (1992(2013 framework). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2015.2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of June 30, 2015,2017, as stated in their report included under Item 8 of this Annual Report.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended June 30, 20152017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.   Other Information

 

None.

PART III

 

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 will appear in theis incorporated by reference to Ethan Allen Interiors Inc. proxy statement for the Annual Meeting of Shareholders scheduled to be held on OctoberNovember 15, 20152017 (the "Proxy Statement"). The Proxy Statement, which will to be filed with the SEC pursuant to Regulation 14A underwithin 120 days after the Securities Exchange Actend of 1934, is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934). In addition, the information set forth below is provided as required by Item 10 and the listing standards of the New York Stock Exchange ("NYSE").our 2017 fiscal year.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 10.   Directors, Executive Officers and Corporate Governance

 

Code of Ethics 

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics can be accessed via our website at www.ethanallen.com/governance.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We intend to disclose any amendment of our Code of Ethics, or any waiver of any provision thereof, applicable to our principal executive officer and/or principal financial officer, or persons performing similar functions, directors and other executive officers on our website within 4 days of the date of such amendment or waiver. In the case of a waiver, the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver will also be disclosed.

 

Information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with, or furnish to, the SEC.

 

Identification of Executive Officers

The information set forth under the heading “Executive Officers of the Registrant” in Part I, Item 1 of this form 10-K is also incorporated by reference in this section.

Audit Committee Financial Expert 

Our Board of Directors has determined that we have fourthree "audit committee financial experts", as defined under Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, currently serving on our Audit Committee. Those members of our Audit Committee who are deemed to be audit committee financial experts are as follows:

James B. Carlson

Clinton A. ClarkDomenick J. Esposito

Kristin Gamble

Dr. James W. Schmotter

 

All persons identified as audit committee financial experts are independent from management as defined by the applicable listing standards of the New York Stock Exchange.

 

The remaining information required by this Item will be included in and is incorporated herein by reference from our 2017 Proxy Statement.

Item 11.   Executive Compensation

The information required by this Item will be included in and is incorporated herein by reference from our 2017 Proxy Statement.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this Item is incorporated by reference to the sections entitled ["Equity Compensation Plan Information"] and ["Security Ownership of Common Stock of Certain Owners and Management"] in the 2017 Proxy Statement.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the section entitled ["Certain Relationships and Related Party Transactions"] and ["Corporate Governance —Director Independence "] in the 2017 Proxy Statement.

Item 14.    Principal Accounting Fees and Services

The information required by this item is incorporated by reference to the sections entitled ["Audit Fees"]and ["Audit and Non-Audit Engagement Pre-Approval Policy "] in the 2017 Proxy Statement.

PART IV

Item 15.    Exhibits and Financial Statement Schedules

 

 

(a)(1)

Financial Statements. Our Consolidated Financial Statements, included under Item 8 hereof, as required at June 30, 20152017 and 2014,2016, and for the years ended June 30, 2015, 20142017, 2016 and 20132015 consist of the following:

Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements

 

(a)(2)

Consolidated Balance Sheets

Financial Statement Schedules. None.

(b)The following Exhibits are filed as part of this report on Form 10-K:

 

ExhibitNumber

Consolidated Statements of Comprehensive Income

Exhibit

3 (a)

Restated Certificate of Incorporation of the Company dated as of March 23, 1993.  Certificate of Amendment to Restated Certificate of  Incorporation dated as of August 5, 1997.  Second Certificate of Amendment to Restated Certificate of Incorporation dated as of March 27, 1998.  Third Certificate of Amendment to Restated Certificate of Incorporation dated as of April 28, 1999. Fourth Amendment to Restated Certificate of Incorporation dated as of December 5, 2013.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to the Consolidated Financial Statements

*

(a)(2)

Financial Statement Schedules. None.

(b)

The following Exhibits are filed as part of this report on Form 10-K:

 Exhibit

Number

Exhibit

3 (a)

Amended and Restated Certificate of Incorporation of the Company dated as of November 16, 2016 (incorporated by reference to Exhibit 3.(A) to the Current Report on Form 8-K of the Company filed with the SEC on November 16, 2016)

 

3 (b)

Certificate of Designations relating to the New Convertible Preferred Stock dated as of March 23, 1993 (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K of the Company filed with the SEC on August 8, 2012)

*
 

3 (c)

Certificate of Designation relating to theDesignations of Series C Junior Participating Preferred Stock dated as of July 3, 1996, and Certificate of Amendment of Certificate of Designations of Series C Junior Participating Preferred Stock dated as of December 27, 2004 (incorporated by reference to Exhibit 3(c) to the Annual Report on Form 10-K of the Company filed with the SEC on August 8, 2012)

 

3 (d)

Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3(d)3.(D) to the Registration StatementCurrent Report on Form S-18-K of the Company filed with the SEC on MarchNovember 16, 1993)2016)

 

3 (e)

Certificate of Incorporation of Ethan Allen Global, Inc. (incorporated by reference to Exhibit 3(e) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (f)

By-laws of Ethan Allen Global, Inc. (incorporated by reference to Exhibit 3(f) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (g)

Restated Certificate of Incorporation of Ethan Allen Inc. (now known as, Ethan Allen Retail, Inc.) (incorporated by reference to Exhibit 3(g) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (g)-1

Certificate of Amendment of Restated Certificate of Incorporation of Ethan Allen Inc. (now known as Ethan Allen Retail, Inc.) as of June 29, 2005 (incorporated by reference to Exhibit 3(g)-1 to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (h)

Amended and Restated By-laws of Ethan Allen Inc. (now known as Ethan Allen Retail, Inc.) (incorporated by reference to Exhibit 3(h) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (i)

Certificate of Incorporation of Ethan Allen Manufacturing Corporation (now known as Ethan Allen Operations, Inc.) (incorporated by reference to Exhibit 3(i) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (i)-1

Certificate of Amendment of Certificate of Incorporation of Ethan Allen Manufacturing Corporation (now known as, Ethan Allen Operations, Inc.) as of June 29, 2005 (incorporated by reference to Exhibit 3(i)-1 to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (j)

By-laws of Ethan Allen Manufacturing Corporation (now known as, Ethan Allen Operations, Inc.) (incorporated by reference to Exhibit 3(j) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

3 (k)

Certificate of Formation of Ethan Allen Realty, LLC (incorporated by reference to Exhibit 3(k) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (l)

Limited Liability Company Operating Agreement of Ethan Allen Realty, LLC (incorporated by reference to Exhibit 3(l) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (l)-1

Amendment No. 1 to Operating Agreement of Ethan Allen Realty, LLC as of June 30, 2005 (incorporated by reference to Exhibit 3(l)-1 to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (m)

Certificate of Incorporation of Lake Avenue Associates, Inc. (incorporated by reference to Exhibit 3(m) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (n)

By-laws of Lake Avenue Associates, Inc. (incorporated by reference to Exhibit 3(n) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

3 (o)

Certificate of Incorporation of Manor House, Inc. (incorporated by reference to Exhibit 3(o) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

3 (p)

Restated By-laws of Manor House, Inc. (incorporated by reference to Exhibit 3(p) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

4 (a)

Form of outstanding 5.375% Senior Note due 2015 pursuant to Rule 144A of the Securities Act (incorporated by reference to Exhibit A to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 30, 2005)

4 (b)

Indenture dated September 27, 2005, by and among Ethan Allen Global, Inc., the Guarantors named therein, and the Initial Purchaser named therein, relating to the Notes (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 30, 2005)

4 (c)

Form of Exchange Note (incorporated by reference to Exhibit 4(d) to the Registration Statement on Form S-4 of Ethan Allen Global, Inc. filed with the SEC on February 3, 2006)

 

10 (a)

Restated Directors Indemnification Agreement dated March 1993, among the Company and Ethan Allen and their Directors (incorporated by reference to Exhibit 10(c) to the Registration Statement on Form S-1 of the Company filed with the SEC on March 16, 1993)

 

10 (b)

The Ethan Allen Retirement Savings Plan as Amended and Restated, effective January 1, 2006 (incorporated by reference to Exhibit 10(b)-7 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 5, 2007 †

 

10 (c)

Sales Finance Agreement, dated June 25, 1999, between the Company and MBNA America Bank, N.A. (incorporated by reference to Exhibit 10(j) to the Annual Report on Form 10-K of the Company filed with the SEC on September 13, 2000)

 

10 (d)

Second Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as of July 23, 2007, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc. and GE Money Bank (incorporated by reference to Exhibit 10(e)-3 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 5, 2007)(confidential treatment granted under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC)

 

10 (d)-1

First Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as of July 25, 2008, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc. and GE Money Bank (incorporated by reference as Exhibit 10(e)-1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 10, 2010)

 

10 (d)-2

Second Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as of February 16, 2010, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc. and GE Money Bank (incorporated by reference as Exhibit 10(e)-2 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 10, 2010) (confidential treatment granted under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC)

 

10 (d)-3

Third Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as of June 30, 2011, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc. and GE Money Bank (incorporated by reference to Exhibit 10(e)-3 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 3, 2010) (confidential treatment under Rule 24b-2 requested as to certain portions which are omitted and filed separately with the SEC)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

10 (d)-4

Fourth Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement dated as of January 1, 2014, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc., and GE Capital Retail Bank (incorporated by reference to Exhibit 10(d)-4 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on January 31, 2014) (confidential treatment requested under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC)

 *

10 (d)-5

Fifth Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement effective as of July 1, 2015, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc., and Synchrony Bank (incorporated by reference to Exhibit 10.(D)-5 to the Annual Report on Form 10-K of the Company filed with the SEC on August 12, 2015) (confidential treatment requested under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC)

 

10 (e)

Employment Agreement dated as of September 30, 2011, by and among Ethan Allen Interiors Inc., Ethan Allen Global Inc.between the Company and M. Farooq Kathwari (incorporated herein by reference to Exhibit 10(I) to the Current Report on Form 8-K of the Company filed with the SEC ondated October 6, 2011)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

10(e)-1

Amendment, dated as of March 14, 2013, to Employment Agreement, dated as of September 30, 2011, by and among Ethan Allen Interiors Inc., Ethan Allen Global Inc. and M. Farooq Kathwari1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of the Company filed with the SEC on March 14, 2013)October 2, 2015) †

10 (e)-1

Form of Performance-Based Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2015) †

10 (e)-2

Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2015) †

 

10 (f)-1

Credit Agreement, dated as of May 29, 2009, among Ethan Allen Global, Inc., Ethan Allen Interiors Inc., J.P. Morgan Chase Bank, N.A., and Capital One Leverage Finance Corp (confidential treatment requested as to certain portions. Incorporatedportions (Incorporated by reference to Exhibit 10(g)-2 to the Annual Report on Form 10-K of the Company filed with the SEC on August 24, 2009)

 

10 (f)-2

Amendment No. 1, dated as of October 23, 2009 to the Credit Agreement dated May 29, 2009, among Ethan Allen Global, Inc., Ethan Allen Interiors Inc., J.P.Morgan Chase Bank, N.A., and the lenders thereunder (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 9, 2009).

 

10 (f)-3

Amendment No. 2, dated as of March 25, 2011, to the Credit Agreement dated May 29, 2009, among Ethan Allen Global, Inc., Ethan Allen Interiors Inc., J.P.Morgan Chase Bank, N.A., and Wells Fargo Bank, National Association (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 5, 2011)

 

10 (f)-4

Amended and Restated Credit Agreement, dated October 21, 2014, among Ethan Allen Global, Inc., Ethan Allen Interiors Inc., J.P. Morgan Chase Bank, N.A., and Capital One, National Association (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on October 22, 2014)

 

10 (f)-5

Amendment No. 2 Dated as of September 10, 2015 to Amended and restated credit agreement dated as of October 21, 2014 among Ethan Allen Global, Inc., and J.P. Morgan Chase Bank, N.A. as Administrative Agent and Syndication Agent, and Capital One, National Association as Documentation Agent dated as of October 21, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2015)

10 (f)-6

Amendment No. 3, dated as of January 22, 2016, to the Amended and Restated Credit Agreement dated as of October 21, 2014 among Ethan Allen Global, Inc., Ethan Allen Interiors Inc., J.P.Morgan Chase Bank, N.A. and Capital One, National Association (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 27, 2016).


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

10 (g)

Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10(f) to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 2007) †

 

10 (g)-1

Form of Option Agreement for Grants to Independent Directors (incorporated by reference to Exhibit 10(h)-4 to the Annual Report on Form 10-K of the Company filed with the SEC on September 13, 20052005) †

 

10 (g)-2

Form of Option Agreement for Grants to Employees (incorporated by reference to Exhibit 10(h)-5 to the Annual Report on Form 10-K of the Company filed with the SEC on September 13, 2005 †

 

10 (g)-3

Form of Restricted Stock Agreement for Executives (incorporated by reference to Exhibit 10(f)-1 to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 20072007) †

 

10 (g)-4

Form of Restricted Stock Agreement for Directors (incorporated by reference to Exhibit 10(f)-2 to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 20072007) †

 

10 (g)-5

Form of performance condition option agreement for employees (incorporated by reference to Exhibit 10(g)-5 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 1, 2014) †

 

10 (h)

Purchase Agreement dated September 22, 2005, by and between Ethan Allen Global, Inc., the Guarantors named therein, and the Initial Purchaser named therein, relating to the Initial Notes (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on September 30, 2005)

 

10 (i)

Registration Rights Agreement dated September 27, 2005, by and among Ethan Allen Global, Inc., the Guarantors named therein, and the Initial Purchaser named therein, relating to the Notes (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Ethan Allen Interiors Inc. filed with the SEC on September 30, 2005)

*

12 (a)

Computation of Ratio of Earnings to Fixed Charges

*

21

List of wholly-owned subsidiaries of the Company

*

23

Consent of KPMG LLP

*

31.1

Rule 13a-14(a) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

31.2

Rule 13a-14(a) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

32.1

Section 1350 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*

32.2

Section 1350 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**

101.INS

XBRL Instance Document

**

101.SCH

XBRL Taxonomy Extension Schema

**

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

**

101.DEF

XBRL Taxonomy Extension Definition Linkbase


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

**

101.LAB

XBRL Taxonomy Extension Labels Linkbase

**

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

*  FiledFurnished herewith.

** XBRL information is furnished and not filed

†  Management contract or a part of a registration statementcompensatory plan, contract or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.arrangement.

Item 16.     Form 10-K Summary

None.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ETHAN ALLEN INTERIORS INC.

(Registrant)

 
   
By

DATE: August 2, 2017

By/s/ M. Farooq Kathwari

DATE: August 11, 2015

(M. Farooq Kathwari)

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 

DATE: August 11, 20152, 2017

By

/s/ Corey Whitely

(Corey Whitely)

Executive Vice President, Administration, Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints M. Farooq Kathwari and Corey Whitely, and each of them individually, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

/s/ M. Farooq Kathwari

Chairman, President and Chief Executive Officer

(M. Farooq Kathwari)

(Principal Executive Officer)

/s/ Corey Whitely

Executive Vice President, Administration,

(Corey Whitely)

Chief Financial Officer and Treasurer

(Principal Financial Officer)

/s/ John S. Bedford

Vice President, Corporate Controller

(John S. Bedford)

(Principal Accounting Officer)

/s/ James B. Carlson

Director

(James B. Carlson)

 

/s/ Clinton A. Clark                                                                                       

Director

(Clinton A. Clark)

/s/ John Dooner                                                                                            

Director

(John Dooner)

/s/ Kristin Gamble                                                                                         

Director

(Kristin Gamble)

/s/ James W. Schmotter                                                                               

Director

(James W. Schmotter)

/s/ Frank G. Wisner                                                                                       

Director

(Frank G. Wisner)

 
  

/s/ Dominick Esposito                                                                                   John J. Dooner Jr.

Director

(DominickJohn J. Dooner Jr.)

/s/ Domenick J. Esposito

Director

(Domenick J. Esposito)

/s/ Mary Garrett

Director

(Mary Garrett)

/s/ James W. Schmotter

Director

(James W. Schmotter)

/s/ Tara I. Stacom

Director

(Tara I. Stacom)

Date: August 2, 2017

 

 

Date: August 11, 2015

57

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