UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

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

For the transition period from __________ to __________

Commission File Number: 1-11692

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

Delaware		06-1275288
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25 Lake Avenue Ext., Danbury, Connecticut		06811-5286
(Address of principal executive offices)		(Zip Code)

(203) 743-8000

(Registrant's telephone number, including area code)

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

Common Stock $0.01 par value per share		New York Stock Exchange		ETH
(Title of each class)		(Name of each exchange on which registered)		(Trading symbol)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~[X]~~☒ Yes ~~[ ]~~☐ No

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

Large accelerated filer ~~[ ]~~☐	Accelerated filer ~~[X]~~☒
Non-accelerated filer ~~[ ]~~☐	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 Exchange Act). ~~[ ]~~☐ Yes ~~[X]~~☒ No

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of ~~October 28, 2019~~May 8, 2020 was ~~26,589,445.~~25,053,082.

~~Table~~Ethan Allen Interiors Inc.

Form 10-Q Third Quarter of ~~Contents~~Fiscal 2020

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		2

Consolidated Balance Sheets (Unaudited)		2

Consolidated Statements of Comprehensive Income (Unaudited)		3

Consolidated Statements of Cash Flows (Unaudited)		4

Consolidated Statements of Shareholders’ Equity (Unaudited)		5

Notes to Consolidated Financial Statements (Unaudited)		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	27	34

Item 4. Controls and Procedures	28	35

~~Item 1. Legal Proceedings~~ PART II - OTHER INFORMATION	29

Item ~~1A. Risk Factors~~1. Legal Proceedings	29	36

Item 1A. Risk Factors		36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29	38

Item 3. Defaults Upon Senior Securities	29	38

Item 4. Mine Safety Disclosures	29	38

Item 5. Other Information	29	38

Item 6. Exhibits	30	39

SIGNATURES	31	39

~~PART~~PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

	September 30, 2019			June 30, 2019			March 31, 2020			June 30, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	45,876		$	20,824		$	116,868		$	20,824
Accounts receivable, net		12,345			14,247			10,482			14,247
Inventories, net		151,421			162,389			138,774			162,389
Prepaid expenses and other current assets		23,189			18,830			21,204			18,830
Total current assets		232,831			216,290			287,328			216,290

Property, plant and equipment, net		244,574			245,246			242,490			245,246
Goodwill		25,388			25,388			25,388			25,388
Intangible assets		19,740			19,740			19,740			19,740
Operating lease right-of-use assets		127,837			-			124,636			-
Deferred income taxes		2,060			2,108			2,044			2,108
Other assets		1,469			1,579			1,478			1,579
Total assets	$	653,899		$	510,351

Total ASSETS							$	703,104		$	510,351
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	29,020		$	35,485		$	30,997		$	34,166
Customer deposits		65,195			56,714
Customer deposits and deferred revenue								52,410			56,714
Accrued compensation and benefits		22,508			21,327			20,065			22,646
Short-term debt		-			550			-			550
Current operating lease liabilities		30,662			-			34,005			-
Other current liabilities		12,514			8,750			9,386			8,750
Total current liabilities		159,899			122,826			146,863			122,826
Long-term debt		-			516			100,000			516
Operating lease liabilities, long-term		119,235			-			112,515			-
Deferred income taxes		1,037			1,069			1,534			1,069
Other long-term liabilities		3,225			22,011			2,946			22,011
Total liabilities	$	283,396		$	146,422

Commitments and contingencies (see Note 14)
Total LIABILITIES							$	363,858		$	146,422
Commitments and contingencies (see Note 15)
Shareholders' equity:
Preferred stock, $0.01 par value; 1,055 shares authorized; none issued	$	-		$	-		$	-		$	-
Common stock, $0.01 par value, 150,000 shares authorized, 49,050 and 49,049 shares issued; 26,588 and 26,587 shares outstanding at September 30, 2019 and June 30, 2019, respectively		491			491
Common stock, $0.01 par value, 150,000 shares authorized, 49,054 and 49,049 shares issued; 25,053 and 26,587 shares outstanding at March 31, 2020 and June 30, 2019, respectively								491			491
Additional paid-in capital		378,082			377,913			378,166			377,913
Treasury stock, at cost: 22,462 and 22,462 shares at September 30, 2019 and June 30, 2019, respectively		(656,597	)		(656,597	)
Treasury stock, at cost: 24,001 and 22,462 shares at March 31, 2020 and June 30, 2019, respectively								(680,916	)		(656,597	)
Retained earnings		654,621			647,710			650,701			647,710
Accumulated other comprehensive loss		(6,150	)		(5,651	)		(9,218	)		(5,651	)
Total Ethan Allen Interiors Inc. shareholders' equity		370,447			363,866			339,224			363,866
Noncontrolling interests		56			63			22			63
Total shareholders' equity		370,503			363,929			339,246			363,929
Total liabilities and shareholders' equity	$	653,899		$	510,351
Total LIABILITIES AND SHAREHOLDERS' EQUITY							$	703,104		$	510,351

							Nine months ended
	Three months ended September 30,						March 31,
	2019			2018			2020			2019
Cash Flows from Operating Activities
Net income	$	14,106		$	8,840		$	20,969		$	29,008
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,976			5,000			12,845			14,742
Shared-based compensation expense		151			491
Share-based compensation expense								200			986
Non-cash operating lease cost		8,022			-			24,369			-
Deferred income taxes		564			99			1,077			(390	)
Restructuring and impairment charges (gains)		(6,717	)		-
Restructuring and other impairment charges, net of gains								(5,647	)		284
Restructuring payments		(4,071	)		-			(5,574	)		(177	)
Loss on disposal of property, plant and equipment		9			12			191			134
Other		79			104			(13	)		(16	)
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		1,767			(408	)		3,630			(3,474	)
Inventories		8,999			(2,707	)
Inventories, net								21,567			(1,613	)
Prepaid expenses and other current assets		(3,980	)		(1,538	)		(1,980	)		(1,290	)
Customer deposits		7,943			6,328
Customer deposits and deferred revenue								(4,914	)		1,145
Accounts payable and accrued expenses		(4,763	)		1,336			(3,428	)		(510	)
Accrued compensation and benefits		2,734			4,592			429			4,414
Operating lease liabilities		(8,066	)		-			(24,411	)		-
Other assets and liabilities		2,643			2,291			(626	)		1,064
Net cash provided by operating activities		23,396			24,440			38,684			44,307

Cash Flows from Investing Activities
Proceeds from disposal of property, plant and equipment		11,615			-			12,423			1
Capital expenditures		(3,414	)		(2,777	)		(12,457	)		(6,990	)
Acquisitions, net of cash acquired		(1,281	)		-			(1,350	)		-
Other investing activities		20			32			20			124
Net cash provided by (used in) investing activities		6,940			(2,745	)
Net cash used in investing activities								(1,364	)		(6,865	)

Cash Flows from Financing Activities
Payments on debt and finance lease liabilities		(137	)		(165	)
Borrowings on revolving credit facility								100,000			16,000
Payments on borrowings								-			(8,000	)
Payment of cash dividends		(5,075	)		(5,065	)		(16,181	)		(41,916	)
Repurchases of common stock								(24,319	)		-
Other financing activities		18			637			(369	)		(190	)
Net cash used in financing activities		(5,194	)		(4,593	)
Net cash provided by (used in) financing activities								59,131			(34,106	)

Effect of exchange rate changes on cash and cash equivalents		(90	)		125			(407	)		43

Net increase in cash and cash equivalents		25,052			17,227			96,044			3,379
Cash and cash equivalents at beginning of period		20,824			22,363			20,824			22,363
Cash and cash equivalents at end of period	$	45,876		$	39,590		$	116,868		$	25,742

Three months ended September 30, 2019
												Accumulated																								Accumulated
					Additional							Other						Non-										Additional								Other						Non-
	Common Stock				Paid-in		Treasury Stock					Comprehensive			Retained			Controlling			Total			Common Stock				Paid-in			Treasury Stock					Comprehensive			Retained			Controlling			Total
	Shares		Par Value		Capital		Shares		Amount			Loss			Earnings			Interests			Equity			Shares		Par Value		Capital			Shares		Amount			Loss			Earnings			Interests			Equity
Balance at June 30, 2019		49,049	$	491	$	377,913		22,462	$	(656,597	)	$	(5,651	)	$	647,710		$	63		$	363,929			49,049	$	491	$	377,913			22,462	$	(656,597	)	$	(5,651	)	$	647,710		$	63		$	363,929
Net income		-		-		-		-		-			-			14,106			-			14,106			-		-		-			-		-			-			14,106			-			14,106
Common stock issued on share-based awards		1		-		18		-		-			-			-			-			18			1		-		18			-		-			-			-			-			18
Share-based compensation expense		-		-		151		-		-			-			-			-			151			-		-		151			-		-			-			-			-			151
Impact of ASU 2016-02 adoption, net of tax		-		-		-		-		-			-			(1,585	)		-			(1,585	)		-		-		-			-		-			-			(1,585	)		-			(1,585	)
Cash dividends declared		-		-		-		-		-			-			(5,610	)		-			(5,610	)		-		-		-			-		-			-			(5,610	)		-			(5,610	)
Other comprehensive income (loss)		-		-		-		-		-			(499	)		-			(7	)		(506	)		-
Balance at September 30, 2019		49,050	$	491	$	378,082		22,462	$	(656,597	)	$	(6,150	)	$	654,621		$	56		$	370,503			49,050	$	491	$	378,082			22,462	$	(656,597	)	$	(6,150	)	$	654,621		$	56		$	370,503
Net income																									-		-		-			-		-			-			7,086			-			7,086
Common stock issued on share-based awards																									4		-		35			-		-			-			-			-			35
Share-based compensation expense																									-		-		(28	)		-		-			-			-			-			(28	)
Cash dividends declared																									-		-		-			-		-			-			(5,496	)		-			(5,496	)
Repurchase of common stock																									-		-		-			546		(10,029	)		-			-			-			(10,029	)
Other comprehensive income (loss)																									-
Balance at December 31, 2019																									49,054	$	491	$	378,089			23,008	$	(666,626	)	$	(5,377	)	$	656,211		$	37		$	362,825
Net loss																									-		-		-			-		-			-			(223	)		-			(223	)
Share-based compensation expense																									-		-		77			-		-			-			-			-			77
Cash dividends declared																									-		-		-			-		-			-			(5,287	)		-			(5,287	)
Repurchase of common stock																									-		-		-			993		(14,290	)		-			-			-			(14,290	)
Other comprehensive income (loss)																									-		-		-			-		-			(3,841	)		-			(15	)		(3,856	)
Balance at March 31, 2020																									49,054	$	491	$	378,166			24,001	$	(680,916	)	$	(9,218	)	$	650,701		$	22		$	339,246

(2)	Interim Basis of Presentation

Use of ~~Estimates~~.Estimates. We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), 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 net sales and expenses during the reporting period. Due to 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, inventory obsolescence,~~goodwill and indefinite-lived intangible asset impairment analyses, useful lives for property, plant and equipment, ~~goodwill and indefinite-lived intangible asset impairment analyses,~~inventory obsolescence, business insurance ~~retention~~ reserves, tax valuation allowances, the evaluation of uncertain tax positions and other loss reserves.

Principles of Consolidation. ~~Ethan Allen conducts~~We conduct business globally and ~~has~~have strategically aligned ~~its~~our business into two reportable segments: Wholesale and Retail. These two segments represent strategic business areas of our vertically integrated enterprise that operate separately and provide their own distinctive services. The accompanying consolidated financial statements include the accounts of the Company and its ~~wholly owned~~wholly-owned subsidiaries. All intercompany activity and balances have been eliminated from the consolidated financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for fair presentation, have been included in the consolidated financial statements. The results of operations for the three and nine months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of results that may be expected for the entire fiscal year. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our fiscal 2019 Annual Report on Form 10-K (the “2019 Annual Report on Form 10-K”).

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

~~The Company has evaluated subsequent events through the date that the financial statements were issued.~~

(3)	Recent Accounting Pronouncements

New Accounting Standards or Updates Recently Adopted

Leases – In February 2016, the FASB issued accounting standards update (“ASU”) 2016-02, Leases (Topic 842), an update related to accounting for leases. This ~~guidance~~standard requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. In July 2018, the FASB approved an amendment to the new guidance that allows companies the option of using the effective date of the new standard as the initial application (at the beginning of the period in which it is adopted, rather than at the beginning of the earliest comparative period) and to recognize the effects of applying the new ASU as a cumulative effect adjustment to the opening balance sheet or retained earnings.

We adopted ASU 2016-02 as of July 1, 2019 using the modified retrospective method and have not restated comparative periods. ~~The Company~~We elected the package of practical expedients upon adoption, which permits us (i) to ~~(i)~~ not reassess whether any expired or existing contracts are or contain leases, (ii) to not reassess lease classification for any expired or existing leases, and (iii) to not reassess treatment of initial direct costs, if any, for any expired or existing leases. In addition, we elected not to separate lease and non-lease components when determining the ROU asset and lease liability for our design center real estate leases and did not elect the hindsight practical expedient, which would have allowed us to use hindsight when determining the remaining lease term as of the adoption date on July 1, 2019. Lastly, we elected the short-term lease exception policy for all leases, permitting us to exclude the recognition requirements of this standard from leases with initial terms of 12 months or less.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Upon adoption we recognized operating lease assets of $129.7 million and operating lease liabilities of $149.7 million on our consolidated balance sheet. In addition, $20.0 million of deferred rent and various lease incentives, which were ~~recorded~~reflected as other long-term liabilities as of June 30, 2019, were reclassified as a component of the right-of-use assets upon adoption. The Company also recognized a cumulative adjustment as of July 1, 2019, which decreased opening retained earnings by $1.6 million due to the impairment of certain right-of-use assets. The adoption of the new standard did not have a material impact on ~~the~~our consolidated statements of operations or cash flows. See Note 67 for further details on new disclosures required under ASU 2016-02.

~~Recent Accounting Standards or Updates Not Yet Effective~~

Goodwill Impairment Test -– In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes the requirement for companies to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company early adopted ASU 2017-04 during fiscal 2020.

Recent Accounting Standards or Updates Not Yet Effective

Credit Losses of Financial Instruments – In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, an update that requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This accounting standards update will be effective for us beginning in the first quarter of fiscal 2021 and we do not expect the adoption to have a material impact on our consolidated financial statements.

Implementation Costs in a Cloud Computing Arrangement -– In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing ~~Arrangements for~~Arrangement That is a Service ~~Contracts~~Contract, an update related to a client’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs in a cloud computing service contract with the guidance for capitalizing implementation costs to develop or obtain internal-use software. Capitalized implementation costs related to a hosting arrangement that is a service contract will be ~~expensed~~amortized over the term of the ~~arrangement.~~hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This accounting standards update will be effective for us beginning in the first quarter of fiscal ~~2021,~~2021. We are currently evaluating the impact of this accounting standards update, but do not expect the adoption to have a material impact on our consolidated financial statements.

Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an update intended to simplify various aspects related to accounting for income taxes. This guidance removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This accounting standards update will be effective for us beginning in the first quarter of fiscal 2022, with early adoption permitted. We are currently evaluating the impact of this accounting standards update, but do not expect the adoption to have a material impact on our consolidated financial statements.

Reference Rate Reform on Financial Reporting – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, an update that provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This accounting standards update is intended to ease the process of migrating away from LIBOR to new reference rates and will be effective for us beginning in the first quarter of fiscal 2021. We are currently evaluating the impact of this accounting standards update, but do not expect the adoption to have a material impact on our consolidated financial statements.

No other new accounting pronouncements issued or effective as of ~~September 30, 2019~~March 31, 2020 have had or are expected to have an impact on our consolidated financial statements.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(4)	Revenue Recognition

Our reported revenue (net sales) consist substantially of product sales. We report product sales net of discounts and recognize them at the point in time when control transfers to the customer. For sales to our customers in our wholesale segment, control typically transfers when the product is shipped. For sales in our retail segment, control generally transfers upon delivery to the customer. We recognize shipping and handling expense as fulfillment activities (rather than as a promised good or service) when the activities are performed even if those activities are performed after the control of the good has been transferred. Accordingly, we record the expenses for shipping and handling activities at the same time we recognize net sales. We exclude from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). We do not adjust net sales for the effects of financing components as we believe that we will receive payment from the customer within one year of when we transfer control of the related goods.

Estimated refunds for sales returns and allowances are based on our historical return patterns. We record these estimated refunds on a gross basis rather than on a net basis and have recorded an asset for product we expect to receive back from customers in Prepaid expenses and other current assets and a corresponding refund liability in Other current liabilities on our consolidated balance sheets. At ~~September 30, 2019~~March 31, 2020 and June 30, 2019, these amounts were immaterial.

We capitalize commission fees paid to our associates as contract assets within Prepaid expenses and other current assets on our consolidated balance sheets. These prepaid commissions are subsequently recognized as a selling expense upon delivery (when we have transferred control of our product to our customer). At March 31, 2020, we had prepaid commissions of $7.1 million, which we expect to recognize to selling expense in the next six months. Prepaid commissions totaled $8.0 million at June 30, 2019.

In many cases we receive deposits from customers before we have transferred control of our product to our customers, resulting in contract liabilities. These ~~contract liabilities~~customer deposits are reported as a current liability in Customer ~~Deposits~~deposits and deferred revenueon our consolidated balance sheets. At June 30, 2019 we had customer deposits of $56.7 million, of which we recognized ~~$46.5~~$1.1 million and $54.7 million, respectively, as net sales upon delivery to the customer during the three and nine months ended ~~September 30, 2019.~~March 31, 2020. Customer deposits totaled ~~$65.2~~$50.2 million at ~~September 30, 2019.~~March 31, 2020.

During October 2019 we introduced the Ethan Allen Member Program, which for a $100 annual fee, offers special members-only pricing, free shipping and white glove in-home delivery, and in our United States design centers, access to preferred financing plans. New membership fees are recorded as deferred revenue when collected from customers and recognized as revenue on a straight-line basis over the membership period of one year. These non-refundable fees are initially reported as a current liability in Customer deposits and deferred revenue on our consolidated balance sheet while recognized revenue is reported within Net sales on our consolidated statement of comprehensive income. Revenue recognized from annual membership fees is reported as a part of other revenue in the disaggregated revenue tables below.

The following table disaggregates net sales by product category by segment for the three months ended March 31, 2020 (in thousands):

	Wholesale			Retail		Total
Upholstery⁽¹⁾	$	47,214		$	54,791	$	102,005
Case goods⁽²⁾		30,096			31,822		61,918
Accents⁽³⁾		16,942			25,849		42,791
Other⁽⁴⁾		(1,113	)		3,236		2,123
Total before intercompany eliminations	$	93,139		$	115,698		208,837
Intercompany eliminations⁽⁵⁾							(59,063	)
Consolidated net sales						$	149,774

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The following table disaggregates net sales by product category by segment for the ~~three~~nine months ended ~~September 30, 2019~~March 31, 2020 (in thousands):

	Wholesale			Retail		Total			Wholesale			Retail		Total
Upholstery furniture⁽¹⁾	$	50,020		$	63,236	$	113,256
Case goods furniture⁽²⁾		34,029			38,760		72,789
Upholstery⁽¹⁾									$	141,563		$	181,723	$	323,286
Case goods⁽²⁾										95,922			110,465		206,387
Accents⁽³⁾		17,997			29,982		47,979			51,109			86,078		137,187
Other⁽⁴⁾		(717	)		5,288		4,571			(2,237	)		13,799		11,562
Total before intercompany eliminations	$	101,329		$	137,266		238,595		$	286,357		$	392,065		678,422
Intercompany eliminations⁽⁵⁾							(64,674	)							(180,153	)
Consolidated net sales						$	173,921							$	498,269

(6)	Goodwill and Other Intangible Assets

Our goodwill and intangible assets are comprised of goodwill, which represents the excess of cost over the fair value of net assets acquired, and our Ethan Allen trade name and related trademarks. Both goodwill and indefinite-lived intangible assets are not amortized as they are estimated to have an indefinite life.

We are required to test goodwill and indefinite-lived intangibles at the reporting level for potential impairment annually, or more frequently if impairment indicators occur. 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.

In the fiscal third quarter ended March 31, 2020, wholesale net sales declined 14.1% and there was a meaningful decline (46.4%) in our stock price from the fiscal second quarter to the third quarter (from $19.06 to $10.22). This decline coupled with the significant adverse changes in the business climate from the COVID-19 health crisis, led us to determine that an impairment triggering event occurred, which required an interim quantitative impairment assessment of goodwill and intangible assets. Based on the Company’s interim quantitative assessment performed as of March 31, 2020, the fair value of the wholesale reporting unit exceeded its related carrying value by approximately 25%, thus no impairment of goodwill as of March 31, 2020.

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, was also reviewed as of March 31, 2020 for impairment. We performed the interim trade name impairment test and concluded that its fair value substantially exceeded the carrying value as of March 31, 2020, thus no impairment.

As of March 31, 2020, the goodwill balance was $25.4 million, while other indefinite-lived intangible assets totaled $19.7 million. If the market valuation of our common shares or operating results within the wholesale reporting unit significantly decline beyond current levels, we may again need to conduct an evaluation of the fair value of our goodwill and trade name, which may result in an impairment charge.

(7)

Leases

During the first quarter of fiscal 2020, we adopted ASU 2016-02 and all related amendments. The guidance requires lessees to recognize substantially all leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability.

Lease Accounting Policy

~~The Company has~~We have operating leases for many of ~~its~~our design centers that expire at various dates through fiscal 2040. In addition, we also lease certain tangible assets, including computer equipment and vehicles with lease terms ranging from three to five years. We determine if a contract contains a lease at inception based on our right to control the use of an identified asset and our right to obtain substantially all of the economic benefits from the use of that identified asset. Certain operating leases have renewal options and rent escalation clauses as well as various purchase options. We assess these options to determine if we are reasonably certain of exercising these options based on all relevant economic and financial factors. Any options that meet these criteria are included in the lease term at lease commencement.

~~ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES~~

Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components for our design center real estate leases in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, where applicable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Lease expense for operating leases consists of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include certain index-based changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. In addition, certain of our equipment lease agreements include variable lease payments, which are based on the usage of the underlying asset. The variable portion of payments are not included in the initial measurement of the asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred.

We have elected the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed on a straight-line basis over the lease term.

Key Estimates and Judgments

Key estimates and judgments in applying ASU 2016-02 ~~include~~relate to how the Company determines the discount rate to discount the unpaid lease payments to present value and the lease term.

ASC 842 requires companies to use the rate implicit in the lease whenever that rate is readily determinable and if the interest rate is not readily determinable, then a lessee may use its incremental borrowing rate. Most of our leases do not have an interest rate implicit in the lease. As a result, for purposes of measuring our ROU asset and lease liability, we determined our incremental borrowing rate by computing the rate of interest that we would have to pay to (i) borrow on a collateralized basis (ii) over a similar term (iii) at an amount equal to the total lease payments and (iv) in a similar economic environment. As we do not have any outstanding public debt, we estimated the incremental borrowing rate based on our estimated credit rating and available market information. We used the incremental borrowing rates we determined as of July 1, 2019 for operating leases that commenced prior to that date. The incremental borrowing rate is subsequently reassessed upon a modification to the lease agreement. In the case an interest rate is implicit in a lease we will use that rate as the discount rate for that lease. The lease term for all of our lease arrangements include the noncancelable period of the lease plus, if applicable, any additional periods covered by an option to extend the lease that is reasonably certain to be exercised by the Company. Our leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. Some of our leases contain variable lease payments based on a Consumer Price Index or percentage of sales, which are excluded from the measurement of the lease liability.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The Company's lease terms and discount rates are as follows:

	~~September 30, 2019~~March 31, 2020
Weighted-average remaining lease term (in years)
Operating leases		6.7
~~Finance~~Financing leases		~~1.8~~1.7
Weighted-average discount rate
Operating leases		~~3.7~~3.8	%
~~Finance~~Financing leases		~~4.6~~4.4	%

~~ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES~~

The following table discloses the location and amount of our operating and ~~finance~~financing lease costs within our consolidated ~~statement~~statements of comprehensive income (in thousands):

	Statement of Comprehensive Income Location	Three months ended September 30, 2019				Statement of Comprehensive Income Location	Three months ended March 31, 2020			Nine months ended March 31, 2020
Operating lease cost	Selling, general and administrative (“SG&A”)	$	8,022			Selling, general and administrative (“SG&A”)	$	8,178		$	24,369
Finance lease cost:
Financing lease cost:
Depreciation of property	SG&A		146			SG&A		152			445
Interest on lease liabilities	Interest income, net of interest (expense)		9			Interest income, net of interest (expense)		8			25
Short-term lease cost	SG&A		387			SG&A		280			1,022
Variable lease cost⁽¹⁾	SG&A		2,463			SG&A		2,333			7,169
Less: Sublease income	SG&A		(506	)		SG&A		(486	)		(1,588	)
Total lease expense	Total lease expense	$	10,521		Total lease expense		$	10,465		$	31,442

The following table discloses the operating and ~~finance~~financing lease assets and liabilities recognized within our consolidated balance sheet as of ~~September 30, 2019~~March 31, 2020 (in thousands):

The ROU assets by segment are as follows as of ~~September 30, 2019~~March 31, 2020 (in thousands):

The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of ~~September 30, 2019~~March 31, 2020 (in thousands):

As of March 31, 2020, we have entered into one additional operating lease for a design center relocation, which has not yet commenced and is therefore not part of the table above nor included in the lease right-of-use assets and liabilities. The lease will commence when we obtain possession of the underlying leased asset which is expected to be during the first half of fiscal 2021. The lease is for a period of ten years and has aggregate undiscounted future rent payments of $3.2 million.

At ~~September 30, 2019,~~March 31, 2020, we did not have any ~~significant operating or finance~~financing leases that had not commenced.

At the beginning of fiscal 2020, ~~the Company~~we adopted ASU 2016-02, and as required, the following disclosure is provided for periods prior to adoption. As of June 30, 2019, future minimum payments under non-cancelable leases were as follows (in thousands):

~~(7)~~(8)

Income Taxes

~~The Company reviews its~~We review our expected annual effective income tax rates and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual operating income; changes to actual or forecasted permanent book to tax differences; impacts from future tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. ~~The Company identifies~~We identify items which are non-recurring in nature and treats these as discrete events. The tax effect of such items is recorded in the quarter in which the related events occur. Due to the volatility of these factors, ~~the Company's~~our consolidated effective income tax rate can change significantly quarter over quarter.

~~The Company conducts~~We conduct business globally and, as a result, ~~the Company and its subsidiaries files~~we file income tax returns in the ~~U.S.~~United States and in various state and foreign jurisdictions. In the normal course of business, ~~the Company is~~we are subject to periodic examination in such domestic and foreign jurisdictions by tax authorities. ~~The Company and certain subsidiaries~~We are currently under audit in the ~~U.S.~~United States for fiscal ~~2016.~~2016 through fiscal 2018. While the amount of uncertain tax impacts 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. It is reasonably possible that some of these audits may be completed during the next twelve months and that various issues relating to uncertain tax impacts will be resolved within the next twelve months as exams are completed or as statutes expire and will impact the effective tax rate.

~~ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES~~

~~We are subject to a U.S. federal statutory tax rate of 21% for the fiscal year ending June 30, 2020. The Company’s~~Our consolidated effective tax rate was ~~24.4%~~58.8% and 23.4% respectively, for the three and nine months ended ~~September 30, 2019~~March 31, 2020 compared with ~~24.9%~~24.8% and 25.0% in the prior year ~~ago first quarter. The current fiscal year’s~~periods. Our effective tax rate ~~primarily includes a provision for income tax on~~varies from the ~~taxable year’s income, tax expense on the maintenance of a valuation allowance on Canadian deferred tax assets~~21% federal statutory rate due to state taxes and tax and interest expense on uncertain tax positions. The prior quarter’s effective tax rate primarily includes tax expense on the taxable year’s net income, tax expense on the cancelation of stock options and tax and interest expense on uncertain tax positions.other nonrecurring events that may not be predictable.

On December 21, 2018, the Company and most of its domestic subsidiaries (the “Loan Parties”) entered into a Second Amended and Restated Credit Agreement (the ~~“Facility”~~“Credit Agreement”)~~. The Facility amends~~ with JPMorgan Chase Bank, N.A. as administrative agent and ~~restates the existing Amended~~syndication agent and ~~Restated~~Capital One, National Association, as documentation agent. The Credit Agreement ~~dated as of October 21, 2014, as amended. The Facility~~ provides for a $165 million revolving credit ~~line of up to $165 million,~~facility (the “Facility”), subject to borrowing base availability, ~~and extends~~with the maturity date of ~~the Facility to~~ December 21, 2023. We incurred financing costs of $0.6 million, ~~under the Facility,~~ which are being amortized over the remaining life of the Facility using the effective interest method.

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 2.0%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.5%, or (iii) LIBOR plus 1.0% plus in each case 0.5% to 1.0%.

The availability of credit at any given time under the Facility will be constrained by the terms and conditions of the Facility, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the Facility. All obligations under the Facility are secured by assets of the Loan Parties, including inventory, receivables and certain types of intellectual property.

AsOn March 23, 2020, we provided notice to the administrative agent under the Credit Agreement to borrow a principal amount of ~~September~~$80 million under the Facility. Subsequently, on March 30, ~~2019,~~2020, we ~~had~~borrowed an additional $20 million, bringing our aggregate borrowings to $100 million under the Facility as of March 31, 2020. Prior to such notice, there were no borrowings outstanding under the Facility. The borrowings bear a weighted average interest rate equal to the one-month LIBOR rate of 0.95% plus a spread using a debt leverage pricing grid, currently at 1.50%. Interest on the borrowings outstanding is payable monthly in arrears and the principal balance is payable on the maturity date of December 21, 2023. We elected to draw down on the Facility to increase our cash position as a precautionary measure and to preserve financial flexibility in consideration of the disruption and uncertainty surrounding the ongoing COVID-19 pandemic.

~~Debt Obligations~~The outstanding borrowings of $100 million are reported as Long-term debt within the consolidated balance sheet at March 31, 2020. For the nine months ended March 31, 2020 and 2019, we recorded interest expense of $0.2 million and $0.3 million, respectively, on our outstanding debt.

AsThe fair value of ~~September 30, 2019, we have no current outstanding~~our long-term debt ~~obligations. Interest expense incurred during~~was $100 million as of March 31, 2020, which we believe approximates the ~~three months ended September 30, 2019~~carrying amount as the terms and ~~2018 were immaterial.~~interest rate approximate market rates given its floating interest rate basis.

The Facility contains various restrictive and affirmative covenants, including required financial reporting, limitations on the ability to grant liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions or enter into transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of this type and size. Loans under the Facility may become immediately due and payable upon certain events of default (including failure to comply with covenants, change of control or cross-defaults) as set forth in the Facility.

The Facility does not contain any significant financial ratio covenants or coverage ratio covenants other than a fixed charge coverage ratio covenant based on the ratio of (a) EBITDA, plus cash Rentals, minus Unfinanced Capital Expenditures to (b) Fixed Charges, as such terms are defined in the Facility (the “FCCR Covenant”). The FCCR Covenant only applies in certain limited circumstances, including when the unused availability under the Facility ~~drops~~falls below $18.5 million. The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis.

At ~~September 30, 2019~~March 31, 2020 and June 30, 2019, there was ~~$5.9~~$5.8 million and $6.1 million, respectively, of standby letters of credit outstanding under the Facility. Total borrowing base availability under the Facility was ~~$148.4~~$23.9 million at ~~September 30, 2019~~March 31, 2020 and $158.9 million at June 30, 2019. At both ~~September 30, 2019~~March 31, 2020 and June 30, 2019, we were in compliance with all the covenants under the Facility.

~~(9)~~(10)

Restructuring and Other Impairment Activities

Summary of Restructuring, Impairments and Other related charges (gains)

Restructuring, impairment and other related costs incurred during the three and nine months ended March 31, 2020 were as follows (in thousands):

	Three months ended			Nine months ended
	March 31, 2020			March 31, 2020
Optimization of manufacturing and logistics	$	368		$	829
Gain on sale of Passaic property		-			(11,497	)
Impairment of long-lived assets (retail)		389			389
Other charges		105			106
Total Restructuring and other impairment charges, net of gains	$	862		$	(10,173	)
Manufacturing overhead costs		(5	)		1,318		⁽¹⁾
Inventory write-downs		-			3,208		⁽¹⁾
Total	$	857		$	(5,647	)

(1)	Manufacturing overhead costs and inventory write-downs are reported within Cost of Sales in the consolidated statements of comprehensive income.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Restructuring and Other Related Charges Rollforward

The Company’s restructuring activity is summarized in the table below (in thousands):

	Balance		Fiscal 2020 Activity									Balance
Optimization of Manufacturing and Logistics	June 30, 2019		New Charges (Income)			Non-Cash			(Payments) Receipts			March 31, 2020
Employee severance, other payroll and benefit costs	$	1,714	$	777		$	23		$	(2,468	)	$	-
Manufacturing overhead costs		-		1,318			-			(1,318	)		-
Sale of Passaic property		-		(11,497	)		245			11,742			-
Sale of other property, plant and equipment		-		(675	)		-			675			-
Other exit costs		-		727			(523	)		(1,250	)		-
Sub-total	$	1,714	$	(9,350	)	$	(255	)	$	7,381		$	-

Other Restructuring and Impairment Charges
Inventory write-downs	$	-	$	3,208		$	3,208		$	-		$	-
Impairment of long-lived assets (retail)		-		389			389			-			-
Lease exit costs (remaining lease rentals)		3,145		-			2,878			(267	)		-	⁽¹⁾
Other charges (income)		224		106			-			(271	)		59	⁽²⁾
Sub-total	$	3,369	$	3,703		$	6,475		$	(538	)	$	59

Total Restructuring, Impairments and other exit costs	$	5,083	$	(5,647	)	$	6,220		$	6,843		$	59

(1)

The previously recorded vacant space liability was reclassified from Accounts payable and accrued expenses and Other long-term liabilities to Operating lease right-of-use assets upon the adoption of ASU 2016-02, which requires all right-of-use assets to be measured net of any Topic 420 lease liabilities.

(2)	The remaining balance from the other charges (income) as of March 31, 2020 is recorded within Accounts payable and accrued expenses.

Optimization of Manufacturing and Logistics

During the fourth quarter of fiscal 2019, we initiated restructuring plans to consolidate our manufacturing and logistics operations as part of an overall strategy to maximize production efficiencies and maintain our competitive advantage. As of June 30, 2019, we permanently ~~ceased~~discontinued operations at our Passaic, New Jersey property and ~~for the~~ceased using most ~~part, transferred~~of our Old Fort, North Carolina case goods manufacturing operations, which we transferred to our other existing case goods operations. ~~As a result, approximately 325 of our associates in Old Fort and 55 associates in Passaic were terminated.~~

~~During the first quarter of fiscal 2020, we continued with~~We completed this optimization project in fiscal 2020 as we converted the Old Fort facility into a distribution center and expanded our existing Maiden, North Carolina manufacturing campus while finalizing severance and other exit ~~costs associated with our case goods operations.~~costs. In connection with ~~the foregoing first quarter fiscal 2020~~these initiatives, we recorded pre-tax restructuring and other exit charges totaling ~~$1.7~~$2.1 million, consisting of ~~$1.1~~$1.3 million in abnormal manufacturing variances associated with the ~~closing of the~~ Passaic ~~property~~ and ~~the repurposing of the~~ Old Fort ~~case goods manufacturing operations, $0.4~~facilities, $0.8 million in employee severance and other payroll and benefit costs and ~~$0.2~~$0.7 million ofin other exit ~~costs.~~costs partially offset by $0.7 million in gains from the sale of property, plant and equipment held at our Old Fort facility. The abnormal manufacturing overhead variances of ~~$1.1~~$1.3 million were recorded within Cost of Sales with the remaining ~~$0.6 million~~ recorded within the line item Restructuring and ~~Impairment~~other ~~Charges~~i ~~(Gains)~~mpairment charges, net of gains in the consolidated statements of comprehensive income.

As part of our optimization plans, we also completed the sale of our Passaic property in September 2019 to an independent third party and received $12.4 million in cash less certain adjustments, ~~set forth in the purchase and sale agreement,~~ including $0.9 million in selling and other closing costs. As a result of the sale, the Company recognized a pre-tax gain of $11.5 million in the first quarter of fiscal 2020, which was recorded within the line item Restructuring and ~~Impairment~~other ~~Charges~~i ~~(Gains)~~mpairment charges, net of gains in the consolidated statements of comprehensive income.

Inventory Write-downs

During the first ~~quarter~~half of fiscal 2020 we recorded a non-cash charge of ~~$3.1~~$3.2 million related to the write-down and disposal of certain slow moving and discontinued inventory items, which was due to actual demand and forecasted market conditions for these inventory items being less favorable than originally estimated. Of the total inventory write-down, ~~$2.7~~$2.6 million related to slow moving finished goods with the remaining ~~$0.4~~$0.6 million consisting of raw materials that were disposed. The non-cash inventory write-down was recorded in the consolidated statement of comprehensive income within the line item Cost of Sales.

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

~~Summary of Restructuring, Impairments~~ ~~and Other~~ r~~elated charges~~ ~~(gains)~~

~~Restructuring, impairment and other related costs incurred during the first quarter of fiscal 2020 were as follows (in thousands):~~

~~The Company’s restructuring activity is summarized in the table below (in thousands):~~

~~(10)~~(11)

Share-Based Compensation

During the ~~three~~nine months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ we recognized total share-based compensation expense of $0.2 million and ~~$0.5~~$1.0 million, respectively. These amounts have been included in the consolidated statements of comprehensive income within selling, general and administrative expenses. As of ~~September 30, 2019, $1.8~~March 31, 2020, $1.2 million of total unrecognized compensation expense related to non-vested equity awards is expected to be recognized over a weighted average period of ~~2.3~~2.8 years. There was no share-based compensation capitalized for the ~~three~~nine months ended ~~September 30,~~March 31, 2020 and 2019, ~~or 2018.~~

~~ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES~~

respectively.

At ~~September 30, 2019,~~March 31, 2020, there were ~~1,470,810~~1,394,808 shares of common stock available for future issuance pursuant to the Ethan Allen Interiors Inc. Stock Incentive Plan. Stock options are 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. Grants to independent directors have a three-year service vesting condition.

Stock Option Activity

A summary of stock option activity during the ~~three~~nine months ended ~~September 30, 2019~~March 31, 2020 is presented below.

				Weighted					Weighted
				Average					Average
	Options			Exercise Price		Options			Exercise Price
Outstanding at June 30, 2019		378,911		$	21.95		378,911		$	21.95
Granted		34,188		$	17.55		59,188		$	17.27
Exercised		(1,500	)	$	11.74		(4,500	)	$	11.74
Canceled (forfeited/expired)		(17,497	)	$	25.61		(23,495	)	$	23.30
Outstanding at September 30, 2019		394,102		$	21.45
Exercisable at September 30, 2019		322,483		$	21.36
Outstanding at March 31, 2020							410,104		$	21.31
Exercisable at March 31, 2020							314,151		$	21.56

Stock options granted to employees during fiscal 2020 were valued using the Black-Scholes option pricing model with the following weighted average assumptions. There were no stock option awards granted to employees during ~~each of the periods presented.~~ fiscal 2019.

Non-employee (independent) directors were granted stock options during the first quarter of each fiscal year presented and valued using the Black-Scholes option pricing model with the following assumptions.

A summary of restricted stock unit ~~awards~~ activity during the ~~three~~nine months ended ~~September 30, 2019~~March 31, 2020 is presented below.

During the third quarter of fiscal 2020, we granted 57,000 non-performance based restricted stock units ("RSUs"), with a weighted average grant date fair value of $9.15. The RSUs granted to employees entitle the holder to receive the underlying shares of common stock as the unit vests over the relevant vesting period. The RSUs do not entitle the holder to receive dividends declared on the underlying shares while the RSUs remain unvested. We account for these RSUs as equity-based awards because when they vest, they will be settled in shares of our common stock. The grant date fair value of RSUs is measured by reducing the grant date price of the Company's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. The RSUs vest 25% annually on the anniversary date of grant and become fully vested after four years. There were no RSUs granted to employees during fiscal 2019.

A summary of performance units activity during the nine months ended March 31, 2020 is presented below.

During the first quarter of fiscal 2020, we granted 99,405 performance-based units. Payout of these units depends on our financial performance (80%) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other public companies (20%) over a specific performance period of three years. We estimate, as of the date of grant, the fair value of performance ~~stock~~ 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 ~~a Monte-Carlo simulation.~~the Chaffe model. The weighted average assumptions used for the stock units granted during ~~the first quarter of~~ fiscal 2020 and 2019, respectively, is presented below.

~~There was no restricted stock award activity during fiscal 2020. As of September 30, 2019, there were no restricted stock awards outstanding.~~

Dilutive potential common shares consist of stock options, restricted stock units and performance ~~stock~~ units.

As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ stock options ~~to purchase 232,914~~ and ~~157,294 common shares,~~restricted stock unit awards of 467,104 and 260,571, respectively, were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive.

As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the number of ~~performance-based equity award grants~~performance units excluded from the calculation of diluted EPS was 287,287 and ~~288,815,~~269,138, respectively. ~~Performance-based awards~~Performance units are excluded from the calculation of diluted EPS unless the performance criteria are probable of being achieved as of the balance sheet date.

On January 13, 2020, the Company’s Board of Directors authorized an increase in the aggregate share repurchase authorization under the Company’s existing multi-year share repurchase program (the “Share Repurchase Program”) to 3,000,000 shares. We repurchased 992,636 shares for $14.3 million during the third quarter of fiscal 2020. There were no share repurchases in the year ago third quarter. As of March 31, 2020, 2,007,364 remains available under the current authorization for future share repurchases. The timing and amount of any future share repurchases in the open market and through privately negotiated transactions will be determined by the Company’s officers at their discretion and based on a number of factors, including an evaluation of market and economic conditions. The Share Repurchase Program was temporarily suspended on April 1, 2020 as part of the Company’s action plan in response to COVID-19.

~~(13)~~(14)

Segment Information

Our operating segments are aligned with how the Company, including its chief operating decision maker, manages the business. As such, our reportable operating segments are the Wholesale segment and the Retail segment. Our wholesale and retail operating segments represent strategic business areas of our vertically integrated enterprise that operate separately and provide their own distinctive 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.

As of ~~September 30, 2019,~~March 31, 2020, the Company operated ~~145~~144 design centers (our retail segment) and our independent retailers operated ~~156~~159 design centers. Our wholesale segment net sales include sales to our retail segment, which are eliminated in consolidation, and sales to our independent ~~retailers.~~retailers and other third parties. Our retail segment net sales accounted for 79% of our consolidated net sales in the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. Our wholesale segment net sales accounted for the remaining 21%.

~~ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES~~

Segment information for the three and nine months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ is provided below (in thousands):

	Three months ended						Three months ended						Nine months ended
	September 30,						March 31,						March 31,
	2019			2018			2020			2019			2020			2019
Net sales
Wholesale segment	$	101,329		$	118,072		$	93,139		$	108,367		$	286,357		$	334,097
Retail segment		137,266			145,214			115,698			138,947			392,065			442,669
Elimination of intercompany sales		(64,674	)		(75,501	)		(59,063	)		(69,485	)		(180,153	)		(214,000	)
Consolidated Total	$	173,921		$	187,785		$	149,774		$	177,829		$	498,269		$	562,766

Income before income taxes
Income (loss) before income taxes
Wholesale segment	$	16,928		$	14,315		$	8,936		$	13,045		$	31,594		$	36,181
Retail segment		1,564			(1,559	)		(8,772	)		(1,669	)		(7,343	)		83
Elimination of intercompany profit (a)		149			(957	)		(918	)		(707	)		2,840			2,332
Operating income		18,641			11,799
Operating income (loss)								(754	)		10,669			27,091			38,596
Interest income, net of interest (expense)		19			(27	)		213			(62	)		295			63
Consolidated Total	$	18,660		$	11,772		$	(541	)	$	10,607		$	27,386		$	38,659

Depreciation and amortization
Wholesale segment	$	1,890		$	1,961		$	1,748		$	1,914		$	5,388		$	5,771
Retail segment		2,086			3,039			2,667			2,903			7,457			8,971
Consolidated Total	$	3,976		$	5,000		$	4,415		$	4,817		$	12,845		$	14,742

Capital expenditures
Wholesale segment	$	1,163		$	850		$	3,027		$	726		$	5,338		$	2,407
Retail segment		2,251			1,927			1,512			1,310			7,119			4,583
Consolidated Total	$	3,414		$	2,777		$	4,539		$	2,036		$	12,457		$	6,990

(16)	Subsequent Event

COVID-19 Update

On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the virus. These measures have begun to have a significant adverse impact on many sectors of the economy, including non-essential retail commerce.

On April 1, 2020 we announced our action plan in response to the COVID-19 health crisis including, among other things, the continued temporary closure of the Company’s design centers and most of our manufacturing facilities, the furlough of approximately 70% of our global workforce, the decision by the Company’s CEO to temporarily forego his salary through June 30, 2020, a temporary up to 40% reduction in salaries for all senior management and up to 20% for other salaried employees through June 30, 2020, a temporary reduction of 50% in cash compensation of the Company’s directors, the elimination of all non-essential operating expenses, a delay in discretionary capital expenditures and the temporary halt of the share repurchase program. We paid our furloughed associates through April 2, 2020 and impacted employees will continue to receive enrolled benefits for up to two months. Recently, at the quarterly Board of Directors meeting held on April 28, 2020, our Board temporarily suspended the Company’s regular quarterly cash dividend.

Customers can schedule appointments with our design consultants and interact with them through Live Chat online at www.ethanallen.com. Design consultants work remotely utilizing technology, including the Ethan Allen inHome augmented reality app, the 3D room planner tool, Skype and FaceTime. We continue to operate our www.ethanallen.com website and distribution centers to deliver products to our customers.

We continue to assess the situation on a daily basis; however, as of the date of this filing, we are unable to predict when and how quickly we will be able to resume full retail and manufacturing operations. We began reopening design centers in a number of U.S. states since May 1, 2020 and to increase production in some of our North American manufacturing plants. We look forward to reopening all of our design centers but expect that this situation will have a significant adverse effect on our reported results for fiscal 2020, including our fourth fiscal quarter, and possibly beyond.

While we expect the effects of COVID-19 to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time. Our consolidated financial statements reflect estimates and assumptions made by management 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 reported amounts of revenue and expenses during the reporting periods presented. Such estimates and assumptions affect, among other things, long-lived asset and indefinite-lived intangible asset valuation; inventory valuation; valuation of deferred income taxes; and income tax contingencies. Events and changes in circumstances arising after March 31, 2020, including those resulting from the impacts of COVID-19, will be reflected in management’s estimates for future periods.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future ~~results.~~ results and should be read in conjunction with our 2019 Annual Report on Form 10-K, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (the “SEC”), and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. Unless otherwise noted, all comparisons in the following discussion are from the three and nine month periods ended March 31, 2020 to the three and nine month periods in the prior year.

The following MD&A should be read in conjunction with our 2019 Annual Report on Form 10-K, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (the “SEC”), and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q, including this MD&A, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors found in 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”). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and the beliefs and assumptions of our management. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “may,” “continue,” “project,” ”target,” “outlook,” “forecast,” “guidance,” “COVID-19 impact,” variations of such words, and similar expressions and the negatives of such forward-looking words are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, and other characterizations of future events or circumstances are forward-looking statements. 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 risk factors and uncertainties including, but not limited to the following: a volatile retail environment and changing economic conditions may further adversely affect consumer demand and spending; global and local economic uncertainty may materially adversely affect our manufacturing operations or sources of merchandise and international operations; disruptions of our supply chain; changes in United States trade and tax policy; competition from overseas manufacturers and domestic retailers; failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner; our ability to maintain and enhance our brand; our number of manufacturing and logistics sites may increase our exposure to business disruptions and could result in higher transportation costs; fluctuations in the price, availability and quality of raw materials could result in increased costs or cause production delays; our current and former manufacturing and retail operations and products are subject to increasingly stringent environment, health and safety requirements; the use of emerging technologies as well as unanticipated changes in the pricing and other practices of competitors; reliance on information technology systems to process transactions, summarize results, and manage our business and that of certain independent retailers; disruptions in both our primary and back-up systems; product recalls or product safety concerns; successful cyber-attacks and the ability to maintain adequate cyber-security systems and procedures; loss, corruption and misappropriation of data and information relating to customers; loss of key personnel; additional asset impairment charges that could reduce our profitability; access to consumer credit could be interrupted as a result of conditions outside of our control; 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; changes to fiscal and tax policies; our operations present hazards and risks which may not be fully covered by insurance; possible failure to protect our intellectual property; failure to successfully transition from a promotional to a membership model; potential risks and uncertainties relating to the duration, severity and geographic spread of the COVID-19 pandemic and its impact on our business, supplies, customers, employees and supply chains; actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to mitigate its impact; the potential negative impact of COVID-19 on the global economy, consumer demand and the supply chain; the impact of COVID-19 upon our ability to reopen design centers and resume manufacturing operations and the resulting effects upon our financial condition, results of operations and liquidity; and other factors ~~described under~~disclosed in Part I, Item 1A. Risk Factors in our 2019 Annual Report on Form 10-K, and elsewhere ~~herein.~~

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 Quarterly Report on Form 10-Q. 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.

On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the virus. These measures have begun and are expected to continue to have a significant adverse impact upon many sectors of the economy, including non-essential retail commerce, such as our business.

In response to these requirements and for the protection of our employees and customers, we implemented certain business continuity plans to ensure the ongoing availability of our services, while taking health and safety measures, including temporarily closures of our design centers and most of our manufacturing plants, implementing enhanced cleaning and hygiene protocols, and implementing remote work policies, where possible. The long-term impact of the COVID-19 pandemic remains uncertain and may continue to adversely impact customer demand, lead to decreased foot traffic to our retail locations as a result of changes in customer behavior patterns, and impact levels of consumer spending, all of which could negatively adversely impact our ongoing and future business and financial condition. We continue to assess the situation on a daily basis; however, while we have begun to reopen design centers in a number of U.S. states since May 1, 2020 and to increase production in some of our North American manufacturing plants, as of the date of this filing, we are unable to predict when and how quickly we will be able to resume full retail and manufacturing operations.

On April 1, 2020, the Company implemented its action plan in response to the COVID-19 health crisis. Measures taken included, among other things:

The ultimate impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the COVID-19 outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. Therefore, we currently are not able to estimate the full impact of COVID-19 on our financial condition and future results of operations. In the near term, we expect that this situation will have a significant adverse effect on our reported results for our fourth fiscal quarter of 2020 and possibly beyond.

The fundamentals of the Company remain strong. We believe that we have sufficient liquidity on hand to continue business operations during this volatile period. As disclosed in the Liquidity and Capital Resources sections, as of March 31, 2020, we have total cash on hand of $116.9 million and remaining borrowing availability of $23.9 million under its credit facility. In addition, there are no debt maturities until December 21, 2023.

Since the end of our fiscal third quarter ended March 31, 2020, we continue to experience impact of COVID-19 on our markets and operations including softening demand for our products and services, supply chain disruptions, manufacturing closures, and other logistical constraints. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak and the effectiveness of actions globally to contain or mitigate its effects. While we expect this matter to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time. Our consolidated financial statements and discussion and analysis of financial condition and results of operations reflect estimates and assumptions made by management as of March 31, 2020. Events and changes in circumstances arising after March 31, 2020, including those resulting from the impacts of COVID-19, will be reflected in management’s estimates for future periods. For further discussion of this matter, refer to Item 1A. Risk Factors in Part II of this report.

We are a leading interior design company and manufacturer and retailer of quality home furnishings. Founded over 8788 years ago, today we are a leading international home fashion brand doing business in North America, Europe, Asia and the Middle East. We are vertically integrated from design through delivery, affording our ~~clientele~~customers a value proposition of style, quality and price. We offer complementary interior design service to our clients and sell a full range of furniture products and decorative accents through ethanallen.com and a 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~~Company-operated retail segment. We own and operate nine manufacturing facilities including six manufacturing plants in the United States, ~~plus~~ two manufacturing plants in Mexico and one manufacturing plant in Honduras.

Our business model is to maintain continued focus on (i) capitalizing on the strength of our interior design professionals and management in our retail design centers, (ii) communicating our messages with effective advertising and marketing campaigns, (iii) utilizing ethanallen.com as a key marketing tool to drive traffic to our design centers, (iv) investing in new technologies across key aspects of our vertically integrated business, and (v) leveraging the benefits of our vertical integration by maintaining manufacturing capacity in North America where we manufacture approximately 75% of our products.

We ~~measure~~assess the performance of our wholesale and retail segments based on total net sales on a comparable period basis. We also measure wholesale orders booked on a comparable period basis. Wholesale orders booked reflect new orders placed with our wholesale segment from all sales channels, including our retail segment, independent retailers and contract customers. ~~The frequency and~~Wholesale orders booked vary depending upon a variety of factors, including our product offerings, design center openings, shifts in the timing of ~~our~~holidays, promotional events ~~can affect~~and the timing and extent of our realization of the costs and benefits of our numerous strategic initiatives, including the recent transition to a membership model, among other things. As a result of these factors, comparability of our wholesale orders booked during any period to period comparison may be affected.

Introduction of Membership Model – In October 2019 we introduced the Ethan Allen Member Program, an exclusive membership program providing our customers a ~~given~~new way to make furnishing their home easier and more affordable. For an annual fee of $100, the Ethan Allen Member Program offers special members-only pricing, free shipping and white glove in-home delivery, and in our United States design centers, access to preferred financing plans. We believe the membership model will benefit our customers, enhance our brand and enable our team of interior designers and vertically integrated operations to operate more efficiently. As we transitioned into the Member Program, we saw net sales and related operating income negatively impacted due to the selling cycle with members being longer without the urgency created by promotional deadlines, the reduction of delivery fee revenue and the timing of recognizing membership fees over a one-year period.

Fiscal 2020~~First~~2020 Third Quarter in Review – –~~We continued strengthening~~The impact of the transition to the membership program and the COVID-19 crisis, which began to unfold in March, causing the closing of our ~~product~~North American design centers and ~~marketing programs during~~manufacturing, had a significant negative impact on our fiscal 2020 third quarter financial results. While our third quarter revenues of $150 million were lower than forecasted, we saw strong growth in orders for the first ~~three~~two months of our fiscal ~~2020 and believe we are well positioned for future growth. In September 2019, we completed~~third quarter, until the sale of our Passaic, New Jersey facility, to an independent third party, and received $12.4 million in cash less certain adjustments, including $0.9 million in selling and other closing costs. The resulting net gain of $11.5 million from this sale is reported within our wholesale segment operating results. This transaction, together with our cash provided by operating activities, increased our cash on hand at the end of the quarter by 120% to $45.9 million. While our wholesale orders from China declined 37.6% mainly duesignificant disruption to the imposition of tariffs by China, our contract business, driven by the GSA contract, had a strong quarter with orders growing by 62.4%. Total wholesale orders excluding our China business increased 0.7%,financial markets and ~~including the impact of decreased China orders, our total wholesale orders decreased 1.5% in the first quarter of fiscal 2020 compared with the same quarter last fiscal year.~~

Adjusted gross and operating margin expansion helped increase our adjusted diluted earnings per share in fiscal 2020 to $0.35, up 6.1% from $0.33 in the year ago first quarter. Consolidated net sales decreased 7.4% primarily due to lower sales to China and a 5.5% decrease in retail net sales. For the three months ended September 30, 2019, adjusted gross margin was 56.3%, up from 54.0% a year ago, due to improved retail and wholesale gross margin coupled with a change in the retail sales mix relative to total sales, which was 78.9% compared with 77.3% in the comparable prior year period. Adjusted operating expenses, as expressed as percentage of sales, increased to 49.3% compared with 47.7% a year ago primarily due to net sales decreasing 7.4% while adjusted operating expenses declined 4.4%. The effective income tax rate was 24.4% in the current quarter compared with 24.9%.logistics business operations.

Our unique vertical structure continues to provide strong gross margins, as evidenced by our 56.1% third quarter consolidated gross margin. We were also able to return value to our shareholders through a quarterly cash dividend of $5.5 million and share repurchases of $14.3 million, representing 992,636 shares or 3.8% of our outstanding shares. Our independent retailer in China reopened most of their 105 retail locations and our U.S. government contract business performed well in the third quarter. We had $116.9 million in available cash as of March 31, 2020, resulting from us drawing down $100 million from our revolving line of credit, which we believe provides us the necessary liquidity and financial flexibility during the current market disruption and uncertainty.

Consolidated net sales declined 15.8% due to a 16.7% decrease in retail net sales and a 14.1% decrease in wholesale sales. As previously noted, gross margin for the three months ended March 31, 2020, was 56.1%, an increase from 55.3% a year ago due to improved retail gross margin. Operating expenses, as a percentage of sales, increased to 56.6% compared with 49.3% a year ago. The effective income tax rate was 58.8% in the current quarter compared with 24.8% a year ago. Adjusted diluted EPS decreased from $0.31 in the year ago third quarter to $0.02 in the fiscal 2020 third quarter.

A summary of our key operating metrics is presented in the following table ~~($ in~~(in millions, except per share amounts).

A summary of changes from the applicable periods in the preceding fiscal year is presented in the following table.

The components of consolidated net sales and operating income by business segment is presented in the following table ~~($ in~~(in millions).

Third Quarter ended March 31, 2020compared withThird Quarter ended March 31, 2019

Consolidated net sales were $149.8 million, a decrease of 15.8% compared to the same prior year period. Net sales decreased by 14.1% within our wholesale segment compared with 16.7% for our retail segment. Net sales in the current year third quarter were negatively impacted as a result of the lower order backlog entering the quarter from our transition to a membership model combined with disruptions in March 2020 from the closing of our design centers and manufacturing plants due to COVID-19. International sales decreased 33.6% primarily due to lower sales to China and in Canada.

Wholesale net sales decreased 14.1% to $93.1 million primarily due to a 24.5% decline in sales to our North American retail network and a 36.3% decrease in international sales. Wholesale net sales were significantly impacted in the quarter due to the transition to a membership model and COVID-19. Prior to March 2020, wholesale net sales were improving sequentially each month as we began to see increased demand from our customers. Partially offsetting these declines was growth in contract sales, which grew 24.2% year over year. The year over year increase in contract sales was attributable to continued growth in sales from the United States government General Services Administration (“GSA”) contract.

Wholesale orders booked, which represents orders booked through all of our channels, was down 21.9% compared with the third quarter last year. Wholesale orders from our North American retail network declined 32.0% while orders from China dropped 25.7% from a year ago mainly due to local quarantines in place for most of our fiscal third quarter. The ~~following table shows selected~~closing of our retail design ~~center location information.~~centers and manufacturing operations during March 2020 negatively impacted our results, as evidenced by a 37.3% decrease in March 2020 wholesale orders compared to a year ago. Increasing concern about the economy and rising unemployment softened customer demand as the volume of new orders was significantly lower in March 2020.

~~Results~~Retail net sales from Company-operated design centers decreased by $23.2 million, or 16.7%, to $115.7 million. There was a 16.3% decrease in net sales in the United States, while net sales from Canadian design centers decreased 29.7%. These decreases were primarily due to the transition to the membership model and COVID-19. In response to COVID-19, we temporarily closed all of ~~Operations~~

~~For an understanding~~our retail design centers in North America, effective March 19, 2020, and remained closed through the end of the ~~significant factors that influenced~~fiscal third quarter. We continued to generate written business through virtual appointments while our ~~performance~~design centers were closed. However, the level of new business was significantly lower due to economic uncertainty. There were 144 Company-operated design centers at the end of the third quarter of fiscal 2020, compared to 143 in the prior year period as we continue to relocate and open new locations while closing older locations.

Gross profit decreased 14.7% to $83.9 million compared with the prior year period due to lower sales volumes in both our wholesale and retail segments combined with a change in product mix, partially offset by an improved retail gross margin. Retail sales, as a percentage of total consolidated sales, was 77.2% in the current year third quarter, down from 78.1% a year ago, which negatively impacted our consolidated gross profit. Our fiscal 2020 third quarter gross margin improved to 56.1%, up from 55.3% in the prior year, primarily due to the retail gross margin expanding 130 basis points from improved retail price optimization. Wholesale gross margin decreased 10 basis points from the year ago third quarter due to unfavorable manufacturing variances from lower production partially offset by an increase in profit from the GSA contract.

Operating expenses decreased to $84.7 million, or 56.6% of net sales, compared with $87.7 million, or 49.3% of net sales, for the ~~three months ended September 30, 2019~~prior year period. The $3.0 million decrease was primarily due to lower retail selling costs and ~~2018, respectively,~~lower general and administrative costs partially offset by higher wholesale advertising costs. Retail selling expenses were down due to warehouse and delivery expenses decreasing from a 16.7% reduction in retail net sales and a decrease in designer selling expenses due to lower commissions partially offset by an increase in retail advertising expenses, including direct mail and local media. General and administrative expenses decreased primarily due to lower wholesale compensation costs coupled with lower depreciation, occupancy costs and regional management charges within the ~~following discussion should be read~~retail segment. Wholesale selling costs increased due to television and radio advertising costs during the quarter.

Operating loss was $0.8 million, or -0.5% of net sales, compared with operating income of $10.7 million, or 6.0% of net sales, for the prior year third quarter. Adjusted operating income, which excludes the restructuring and impairment charges, was $0.4 million. The decrease in ~~conjunction~~operating income was driven by the 15.8% decline in consolidated net sales, which negatively impacted gross profit by 14.7% combined with ~~the consolidated financial statements and related notes presented in this Quarterly Report on Form 10-Q ($ in millions, except per share amounts). Unless otherwise noted, all comparisons~~a decrease in the ~~following discussion are~~retail/wholesale product mix and higher selling costs from television and radio advertising spend. These decreases were partially offset by improved expense management and gross margin improvement, which rose 80 basis points year over year.

Wholesale operating income was $8.9 million, a decline from $13.0 million over the ~~three-month~~same prior year period, ~~ended September 30, 2019~~primarily due to the $15.2 million decrease in wholesale net sales partially offset by lower general and administrative expenses. Adjusted wholesale operating margin was $9.5 million or 10.2% of net sales, a decrease compared with $13.1 million or 12.1% of net sales largely due to lower sales volumes and higher advertising costs partially offset by lower wholesale compensation within general and administrative expenses.

Retail operating loss was $8.8 million compared with an operating loss of $1.7 million for the prior year period. Operating margin decreased 640 basis points due to the $23.2 million reduction in net sales partially offset by improved gross margin and a 3.1% decrease in operating expenses from lower depreciation, selling, occupancy and regional management costs.

Income tax benefit on the operating loss was $0.3 million compared with income tax expense of $2.6 million a year ago. Our effective rate was 58.8% in the current quarter compared with 24.8% last year. The effective tax rate for the third quarter of fiscal 2020 primarily includes a tax benefit on the provision for income taxes on the current quarter’s net loss including federal, state, foreign and local income taxes and tax and interest expense on uncertain tax expenses, partially offset by the reversal of various uncertain tax positions. The year ago third quarter effective tax rate of 24.8% primarily includes a provision for income tax on the current quarter’s income, including federal, state, foreign and local taxes, tax expense on the establishment and maintenance of a valuation allowance on Canadian deferred tax assets, and tax and interest expense on uncertain tax positions, partially offset by the reversal of various uncertain tax positions.

Net loss was $0.2 million or -$0.01 per diluted share compared with net income of $8.0 million or $0.30 per diluted share in the prior year comparable ~~prior fiscal~~period. Adjusted net income was $0.6 million or $0.02 per diluted share compared with $8.2 million or $0.31 per diluted share a year ~~three-month period.~~ago. This decrease was primarily from net sales being negatively impacted as a result of the COVID-19 health crisis combined with lower backlog entering the quarter from our transition to a membership model.

~~First~~Nine ~~Quarter~~ Months ended March 31, 2020 compared with Nine Monthsended ~~September 30~~~~, 2019~~March 31, 201~~compared with~~~~First~~ ~~Quarter~~ ~~ended~~ ~~September 30~~~~, 2018~~9

Consolidated net sales were ~~$173.9~~$498.3 million, a decrease of ~~7.4% or $13.9 million~~11.5% compared towith the same prior year period. Net sales decreased by ~~14.2% for~~14.3% within our wholesale segment and by ~~5.5%~~11.4% in our retail segment. ~~There was a $4.7~~International sales declined by $12.8 million ~~decrease in international sales from our combined retail and wholesale segments, which was~~ primarily related to lower sales into China and, ~~Canada due~~ to ~~the economic uncertainty surrounding international trade disputes and~~ a ~~challenging global economy.~~lesser extent, lower retail sales in Canada. Net sales to China were ~~49.4%~~47.3% lower in the ~~first quarter of fiscal 2020~~current year compared with the same ~~quarter~~period last fiscal ~~year.~~year as China was significantly impacted by COVID-19. The transition to a membership model, COVID-19 and softer order trends from consumers negatively impacted our fiscal 2020 net sales.

Wholesale net sales decreased ~~14.2%~~14.3% to ~~$101.3 million. The lower net sales were~~$286.4 million primarily due to a 25.5% decline in sales to our North American retail network, a 47.3% decrease in sales to China and the impact from the transition to the membership model, which caused decreases in orders and subsequent shipments within our ~~North American retail network.~~case goods, upholstery and home accents product lines. Partially offsetting these declines was growth in contract sales, which grew ~~$4.5 million~~47.3% year over year. The year over year increase in contract sales was ~~primarily~~ attributable to ~~higher~~continued growth in sales from the GSA contract. ~~Our international net sales to independent retailers was 3.4% of our consolidated net sales compared to 5.3%.~~

Wholesale o~~rder~~sorders booked ~~which represents orders booked through all of our channels,~~ during ~~the first quarter of~~ fiscal 2020 ~~was~~were down ~~1.5%~~14.4% compared with the same ~~quarter~~period last fiscal year. Wholesale orders from China declined ~~37.6%~~48.3% from a year ago mainly due to COVID-19 stay-at-home orders, the imposition of tariffs by China and the economic uncertainty surrounding the international trade disputes. Excluding orders from China, our total wholesale orders ~~increased 0.7%~~decreased 12.8%, ~~which was driven~~primarily as the result of the transition to the membership model and softened customer demand. These decreases were partially offset by continued growth in our contract business, including the GSA contract. ~~We believe~~

Retail net sales from Company-operated design centers decreased by $50.6 million to $392.1 million. There was an 11.2% decrease in net sales in the United States and a 17.2% decrease in Canada. These decreases were primarily due to softer order trends with the shift to the membership model combined with the impact from COVID-19 design center closings in March 2020. There were 144 Company-operated design centers at the end of the period, one more than the 143 in the prior year period.

Gross profit decreased 10.8% to $275.3 million compared with the prior year period due to declines within both our ~~new format~~wholesale and retail segments. Retail sales, as a percentage of ~~reporting~~total consolidated sales, were 78.7% in both periods presented. Wholesale and retail gross profit were both negatively impacted by lower sales volumes partially offset by higher adjusted gross margins. Our fiscal 2020 adjusted gross margin improved to 56.2%, up from 54.9% in the prior year primarily due to improved retail price optimization and increased wholesale contract business. Restructuring charges negatively impacted our fiscal 2020 consolidated gross margin by 100 basis points.

Operating expenses decreased to $248.2 million compared with $270.1 million in the prior year period. The 8.1% decrease was due to lower retail selling costs, a reduction in general and administrative expenses and a gain of $11.5 million from the sale of the Passaic, New Jersey property during fiscal 2020 partially offset by higher wholesale advertising costs. Retail selling expenses were lower due to reduced volume of shipments. General and administrative expenses decreased 6.1% in fiscal 2020 primarily due to lower wholesale compensation costs coupled with lower depreciation, occupancy costs and regional management charges within the retail segment.

Operating income totaled $27.1 million, or 5.4% of net sales, compared with $38.6 million, or 6.9% of net sales, for the prior year period. Adjusted operating income in the first nine months of fiscal 2020, which excludes restructuring and impairment charges, was $22.1 million, a decrease of 43.7% compared to last year. The adjusted operating income decrease was driven by the 11.5% decline in consolidated net sales combined with higher selling costs from television and radio advertising spend.

Wholesale operating income was $31.6 million compared with $36.2 million for the prior year period. Adjusted wholesale operating income in the first nine months of fiscal 2020, which excludes restructuring and impairment charges, was $25.9 million, a decrease of 28.7% compared to last year. The decrease was due to the 14.3% decline in net sales and higher television and radio advertising costs partially offset by lower compensation expense. Restructuring and impairment charges, net of gains, recorded within the wholesale segment included $3.2 million of inventory write-downs, $2.2 million for the optimization of manufacturing and logistics initiative offset by the $11.5 million gain on ~~wholesale orders booked through all channels provides a more holistic view~~the sale of our ~~business than our previous reporting approach focusing on the change in only the company retail division written orders.~~Passaic, New Jersey property.

Retail ~~net sales~~operating loss ~~from Ethan Allen operated design centers decreased by $7.9~~was $7.3 million, or ~~5.5%, to $137.3 million. There was a 5.3% decrease in~~-1.9% of net sales in the United States, while net sales from the Canadian design centers decreased 10.8%. These decreases were primarily due to softer order trends as consumers have been cautious with discretionary spending. There were 145 Company operated design centers at the end of the first quarter of fiscal 2020, two less than the 147 in the prior year period.

~~Gross profit~~ ~~decreased 7.5% to $93.8 million~~current period compared with the prior year period due to a decline in profit within our wholesale segment, while our retail segment grew slightly. Wholesale gross profit in fiscal 2020 was negatively impacted by lower sales volume during the past three months, partially offset by a change in product mix. Retail sales, as a percentageincome of total consolidated sales, were 78.9% in fiscal 2020 compared with 77.3% in the prior fiscal year, which favorably impacted our consolidated gross margin. Our fiscal 2020 adjusted gross margin improved to 56.3%, up from 54.0% in the prior year. Restructuring charges totaling $4.1 million, which included the write off of inventory, higher unfavorable manufacturing variances and incremental freight and relocation costs, negatively impacted our fiscal 2020 consolidated gross margin by 240 basis points.

~~Operating expenses~~ decreased to $75.2 million, or 43.2% of net sales, compared with $89.7 million, or 47.7% of net sales, for the prior year period. The 16.2% decrease was primarily due to a gain of $11.5 million from the sale of the Passaic property during the first quarter of fiscal 2020. The gain on the sale is reported within restructuring charges. In addition to the gain on the sale, operating expenses were lower in fiscal 2020 due to lower retail depreciation expense and lower wholesale distribution costs from a lower volume of shipments.

~~Operating income~~ totaled $18.6 million, or 10.7% of net sales, compared with $11.8 million, or 6.3% of net sales, for the prior year first quarter. The increase in operating income was driven by the $11.5 million gain on the sale of the Passaic property and higher retail sales as a percent of total consolidated sales partially offset by lower net sales. Adjusted operating margin in the first quarter of fiscal 2020 was 7.0%, an increase of 70 bps compared to 6.3% last year. The 70-basis point increase in adjusted operating margin was from lower depreciation expense and a decrease in wholesale distribution costs partially offset by lower net sales.

~~Wholesale operating income~~ ~~increased 18.3% to $16.9 million compared with $14.3~~$0.1 million for the prior year period. ~~The increase was~~Operating margin decreased 190 basis points due to the ~~$11.5~~$50.6 million ~~gain on the sale of the Passaic property~~reduction in net sales partially offset by ~~$4.7 million~~improved gross margin of 180 basis points and a 4.1% decrease in ~~restructuring actions, including $4.1 million within cost of goods sold and $0.6 million within~~ operating expenses ~~during fiscal 2020. Adjusted wholesale operating income decreased 27.7% largely due to lower sales volume.~~

~~Retail operating income~~ was $1.6 million, or 1.1% of net sales in the first quarter of fiscal 2020 compared with a loss of $1.6 million for the prior year period. Growth in operating income was driven by an improvement in our gross margin rate andfrom lower depreciation, ~~partially offset by lower sales. The main factor contributing to the overall gross margin increase stems from improved retail price~~selling, occupancy and ~~promotion optimization.~~regional management costs.

Income tax expense was ~~$4.6~~$6.4 million compared with ~~$2.9~~$9.7 million a year ago. Our effective tax rate was ~~24.4%~~23.4% in the current year ~~first quarter~~period compared with ~~24.9%~~25.0%. The effective tax rate ~~of 24.4%~~for the current fiscal year primarily includes a provision for income ~~tax~~taxes on the current quarter’s ~~taxable~~ income including federal, state, foreign and local income taxes and tax and interest expense on uncertain tax expenses, partially offset by the reversal of various uncertain tax positions. The effective tax rate for the prior fiscal year primarily includes a provision for income taxes on that quarter’s income, tax expense on the establishment and maintenance of a valuation allowance on Canadian deferred tax assets and tax and interest expense on uncertain tax ~~positions. The year ago first quarter effective tax rate~~position, partially offset by the reversal of ~~24.9% primarily includes tax expense on that quarter’s taxable income, tax expense on the cancelation~~and recognition of ~~stock options and tax and interest expense on~~various uncertain tax positions.

Net income was ~~$14.1~~$21.0 million compared with ~~$8.8~~$29.0 million for the prior year period, which resulted in ~~$0.53~~$0.80 per diluted share compared with ~~$0.33~~$1.08 in the prior year period. The gain on the sale of the Passaic property partially offset ~~with other fiscal 2020~~by restructuring ~~activities~~ and ~~corporate actions~~impairment charges increased diluted EPS by ~~$0.18.~~$0.15. Adjusted diluted EPS of ~~$0.35~~$0.65 in the current year ~~first quarter~~ represents ~~6.1%~~a decrease of ~~growth~~40.9% over the prior ~~year first quarter. This increase was driven by improved gross margin and cost containment.~~year.

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-GAAP financial measures, including adjusted gross profit and margin, adjusted operating income, adjusted ~~retail~~wholesale operating income and margin, adjusted ~~wholesale~~retail operating income and margin, adjusted net income and adjusted diluted earnings per share. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are shown in tables below.

These non-GAAP measures are derived from the consolidated financial statements but are not presented in accordance with U.S. GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in our industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with U.S. GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to assess progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

The following tables below show a reconciliation of non-GAAP financial measures used in this filing to the most directly comparable U.S. GAAP financial ~~measures (in thousands, except per share data).~~measures.

(Unaudited)
(In thousands, except per share data)										Three months ended									Nine months ended
	Three months ended September 30,									March 31,									March 31,
	2019			2018			% Change			2020			2019			% Chg			2020			2019			% Chg
Consolidated Adjusted Gross Profit / Gross Margin
GAAP Gross profit	$	93,794		$	101,450			(7.5	%)	$	83,949		$	98,394			(14.7%	)	$	275,264		$	308,704			(10.8%	)
Adjustments (pre-tax) *		4,140			-						(5	)		-						4,524			-
Adjusted gross profit *	$	97,934		$	101,450			(3.5	%)	$	83,944		$	98,394			(14.7%	)	$	279,788		$	308,704			(9.4%	)
Adjusted gross margin *		56.3	%		54.0	%					56.0	%		55.3	%					56.2	%		54.9	%

Consolidated Adjusted Operating Income / Operating Margin
GAAP Operating income	$	18,641		$	11,799			58.0	%
GAAP Operating income (loss)										$	(754	)	$	10,669			(107.1%	)	$	27,091		$	38,596			(29.8%	)
Adjustments (pre-tax) *		(6,428	)		-						1,107			291						(5,037	)		588
Adjusted operating income *	$	12,213		$	11,799			3.5	%	$	353		$	10,960			(96.8%	)	$	22,054		$	39,184			(43.7%	)

Net sales	$	173,921		$	187,785			(7.4	%)
Consolidated Net sales										$	149,774		$	177,829			(15.8%	)	$	498,269		$	562,766			(11.5%	)
GAAP Operating margin		10.7	%		6.3	%					(0.5%	)		6.0	%					5.4	%		6.9	%
Adjusted operating margin *		7.0	%		6.3	%					0.2	%		6.2	%					4.4	%		7.0	%

Consolidated Adjusted Net Income / Adjusted Diluted EPS
GAAP Net income	$	14,106		$	8,840			59.6	%
GAAP Net income (loss)										$	(223	)	$	7,978			(102.8%	)	$	20,969		$	29,008			(27.7%	)
Adjustments, net of tax *		(4,853	)		-						836			220						(3,803	)		444
Adjusted net income	$	9,253		$	8,840			4.7	%	$	613		$	8,198			(92.5%	)	$	17,166		$	29,452			(41.7%	)
Diluted weighted average common shares		26,750			26,940						25,703			26,751						26,362			26,749
GAAP Diluted EPS	$	0.53		$	0.33			60.6	%	$	(0.01	)	$	0.30			(103.3%	)	$	0.80		$	1.08			(25.9%	)
Adjusted diluted EPS *	$	0.35		$	0.33			6.1	%	$	0.02		$	0.31			(93.5%	)	$	0.65		$	1.10			(40.9%	)

Wholesale Adjusted Operating Income / Adjusted Operating Margin
Wholesale GAAP operating income	$	16,928		$	14,315			18.3	%
Wholesale Adjusted Operating Income / Operating Margin
Wholesale GAAP operating income (loss)										$	8,936		$	13,045			(31.5%	)	$	31,594		$	36,181			(12.7%	)
Adjustments (pre-tax) *		(6,576	)		-						601			70						(5,691	)		144
Adjusted wholesale operating income *	$	10,352		$	14,315			(27.7	%)	$	9,537		$	13,115			(27.3%	)	$	25,903		$	36,325			(28.7%	)

Wholesale net sales	$	101,329		$	118,072			(14.2	%)	$	93,139		$	108,367			(14.1%	)	$	286,357		$	334,097			(14.3%	)
Wholesale GAAP operating margin		16.7	%		12.1	%					9.6	%		12.0	%					11.0	%		10.8	%
Adjusted wholesale operating margin *		10.2	%		12.1	%					10.2	%		12.1	%					9.0	%		10.9	%

Retail Adjusted Operating Income / Adjusted Operating Margin
Retail GAAP operating income	$	1,564		$	(1,559	)		200.3	%
Retail Adjusted Operating Income / Operating Margin
Retail GAAP operating income (loss)										$	(8,772	)	$	(1,669	)		(425.6%	)	$	(7,343	)	$	83			nm
Adjustments (pre-tax) *		148			-						506			221						654			444
Adjusted retail operating income *	$	1,712		$	(1,559	)		209.8	%
Adjusted retail operating income (loss) *										$	(8,266	)	$	(1,448	)		(470.9%	)	$	(6,689	)	$	527			nm

Retail net sales	$	137,266		$	145,214			(5.5	%)	$	115,698		$	138,947			(16.7%	)	$	392,065		$	442,669			(11.4%	)
Retail GAAP operating margin		1.1	%		(1.1	%)					(7.6%	)		(1.2%	)					(1.9%	)		0.0	%
Adjusted retail operating margin *		1.2	%		(1.1	%)					(7.1%	)		(1.0%	)					(1.7%	)		0.1	%

* Adjustments to reported U.S. GAAP financial measures including gross profit and margin, operating income and margin, net income, and diluted EPS have been adjusted by the ~~following (in thousands):~~following:

At ~~September 30, 2019,~~March 31, 2020, we held cash and cash equivalents of ~~$45.9~~$116.9 million compared with $20.8 million at June 30, 2019. Our principal sources of liquidity include cash and cash equivalents, cash flow from operations and amounts available under our credit facility. Cash and cash equivalents ~~aggregated~~aggregate to ~~7.0%~~16.6% of our total assets at ~~September 30, 2019,~~March 31, 2020, compared with ~~7.2%~~4.8% of our total assets a year ago and 4.1% at June 30, 2019. Our cash and cash equivalents increased ~~$25.1~~$96.0 million during the first ~~quarter~~nine months of fiscal 2020 due to $100.0 million of borrowings under our existing credit facility, net cash provided by operating activities of ~~$23.4~~$38.7 million and proceeds from the sale of our Passaic property ~~$11.6~~of $11.7 million, partially offset by ~~$5.1~~$24.3 million in share repurchases, $16.2 million in dividend payments, ~~$3.4~~$12.5 million of capital expenditures and $1.3 million ~~from design center~~in retail acquisitions.

A summary of net cash provided by (used in) operating, investing and financing activities for the ~~three~~nine months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ is provided below (in millions):

Cash Provided by (Used in) ~~Operating~~Operating Activities. Year-to-date cash ~~generated from~~provided by operating activities was ~~$23.4~~$38.7 million, a decrease of ~~$1.0~~$5.6 million from the year ago period primarily due to ~~$4.1 million in~~lower working capital and restructuring payments made in connection with our previously announced optimization of manufacturing and logistics ~~activities. Restructuring payments included $2.0 million in severance, $1.1 million of manufacturing overhead costs and $1.0 million of~~activities as well as other exit ~~and relocation~~ costs. ~~These payments were partially offset by higher net income and non-cash items. Working~~The change in working capital was ~~$7.3 million, down from $9.9 million a year ago~~ primarily due to timing of accounts payable and accrued ~~expenses~~compensation combined with lower retail customer deposits partially offset by improved inventory management and ~~higher retail customer deposits.~~receivable collections. As a result of the adoption of ASU 2016-02, we now report non-cash operating lease costs as a non-cash adjustment to reconcile to net income while our monthly lease payments are reported as a reduction to operating lease liabilities within working capital. Restructuring payments included $2.5 million in severance, $1.3 million of manufacturing overhead costs and $1.8 million in other exit and relocation payments.

Cash Provided by (Used in) Investing Activities. Year-to-date cash used in investing activities of ~~$6.9~~$1.4 million was ~~provided by investing activities~~ due to capital expenditures of $12.5 million and $1.3 million from design center acquisitions partially offset by cash proceeds of ~~$11.6~~$12.4 million received from the sale of the Passaic property ~~partially offset by capital expenditures of $3.4 million~~ and $1.3 million from design center acquisitions. In fiscal 2020, approximately 66% of our total capital expenditures related to opening new and relocating design centers in desirable locations, updating presentations and floor plans and the consolidation of certain design centers and service centers.other manufacturing equipment. Cash paid to acquire design centers from our independent retailers in an arm’s length transaction totaled $1.3 million during the first ~~three~~nine months of fiscal 2020 compared with none a year ago.

Cash Provided by (Used in) Financing Activities. Year-to-date ~~$5.2 million was used in~~cash provided by financing activities of $59.1 million compared with ~~$4.6~~$34.1 million of cash used in the prior year comparable period. The significant increase ~~year over year~~in cash provided by financing activities was due to ~~$0.6~~borrowings of $100.0 million under our revolving credit facility in ~~proceeds received from stock option exercises~~March 2020 and a decrease in cash dividends paid due to a special dividend paid in the prior year. Cash dividends paid in fiscal 2020 totaled $16.2 million compared with $41.9 million in the prior year ~~first quarter. During both periods presented we paid cash dividends of $0.19~~due to the $1.00 per share ~~totaling $5.1 million.~~or $26.7 million special cash dividend paid in the prior year. These positive cash flow items were partially offset by share repurchases in the current fiscal year. We ~~have continuously paid regular quarterly dividends~~repurchased 1,538,363 shares under our existing share repurchase program at an average price of $15.81 per share for ~~every quarter since 1996 and expect to continue to do so as economic conditions and liquidity permit.~~a total cash outflow of $24.3 million during the first nine months of fiscal 2020.

We believe ~~that~~ our liquidity (cash on hand, cash flow from ~~operations, together with~~operating activities and amounts available under our ~~other available sources of liquidity including the~~ credit ~~facility,~~facility), will be sufficient to fund our operations, including changes in working capital, necessary capital expenditures ~~acquisition activity, the payment of dividends~~ and other ~~cash requirements.~~financing activities, as they occur, for at least the next 12 months. During the period of uncertainty and volatility related to the COVID-19 pandemic, we will continue to monitor our liquidity.

Capital Expenditures - Capital expenditures in the first ~~quarter~~nine months of fiscal 2020 were ~~$3.4~~$12.5 million, compared with ~~$2.8~~$7.0 million in the prior year period. ~~Capital~~In fiscal 2020, approximately 57% of our total capital expenditures ~~of $2.3 million, or 66%, were primarily~~ related to ~~retail~~opening new and relocating design centers in desirable locations, updating existing design center ~~improvements.~~presentations and floor plans and opening new home delivery service centers. The remaining 43% was primarily capital expenditures incurred in connection with our optimization project as we convert the Old Fort, North Carolina facility into a distribution center and expand our existing Maiden, North Carolina manufacturing campus. We have no material contractual commitments outstanding for future capital ~~expenditures~~expenditures. In addition, as previously announced on April 1, 2020, we have stopped all discretionary capex spending.

Capital Needs - During December 2018 we entered into a five-year, $165 million senior secured revolving credit facility, which amended and restated the previously existing facility. ~~For~~During March 2020, we borrowed a ~~detailed discussion~~total of ~~our debt obligations, see Note 8~~$100 million under the credit facility. Prior to March, there were no borrowings outstanding under the credit facility. The borrowings bear a weighted average interest rate equal to the one-month LIBOR rate of 0.95% plus a spread using a debt leverage pricing grid, currently at 1.50%. Interest on the borrowings outstanding is payable monthly in arrears and the principal balance is payable on the maturity date of December 21, 2023. We are in compliance with all covenants under the agreement as of March 31, 2020. The credit facility will mature in December 2021. We elected to draw down on the credit facility to increase our cash position as a precautionary measure and to preserve financial flexibility in consideration of the disruption and uncertainty surrounding the ongoing COVID-19 pandemic. The outstanding borrowings of $100 million are reported as Long-term debt within the consolidated ~~financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.~~balance sheet at March 31, 2020.

Letters of Credit - At ~~September 30, 2019~~March 31, 2020 and June 30, 2019, there was ~~$5.9~~$5.8 million and $6.1 million, respectively, of standby letters of credit outstanding under the revolving credit facility.

Total availability under the ~~Facility~~credit facility was ~~$148.4~~$23.9 million at ~~September 30, 2019~~March 31, 2020 and $158.9 million at June 30, 2019. At ~~both September 30, 2019~~March 31, 2020 and June 30, 2019, we were in compliance with all the covenants under the revolving credit facility.

~~We may from time to time make repurchases~~On January 13, 2020, the Board of Directors of the Company authorized an increase in the ~~open market and privately negotiated transactions, subject~~aggregate share repurchase authorization under our existing multi-year share repurchase program (the “Share Repurchase Program”) to ~~market conditions, including pursuant to our previously announced repurchase program. There were no share repurchases~~3,000,000 shares. We repurchased 1,538,363 shares under the program during the first ~~three~~nine months of fiscal ~~2020.~~2020 at an average price of $15.81 per share. At ~~September 30, 2019,~~March 31, 2020, we had a remaining Board authorization to repurchase ~~2,518,046~~2,007,364 shares of our common stock pursuant to our program. As of April 1, 2020, as part of our COVID-19 action plan, we temporarily suspended our share repurchase program.

Fluctuations in our operating results, the degree of success of our accounts receivable collection efforts, the timing of tax and other payments, as well as necessary capital expenditures to support growth of our operations will impact our liquidity and cash flows in future periods. The effect of our contractual obligations on our liquidity and capital resources in future periods should be considered in conjunction with the factors mentioned here. As of June 30, 2019, we had total contractual obligations of $207.0 million, of which $169.9 million related to our operating lease commitments. Upon adoption of ASU 2016-02, we recognized these operating lease liabilities on our consolidated balance sheet. As disclosed earlier in the Capital Resources section of this MD&A, we borrowed $100.0 million under our revolving credit facility during the third quarter of fiscal 2020. The principal loan balance of $100.0 million remains outstanding as of March 31, 2020 and is payable on the maturity date of December 21, 2023. Refer to the Capital Resources section of the MD&A for a discussion on our debt borrowings.

There were no other material changes in our contractual obligations during the first ~~three~~nine months of fiscal 2020.

On ~~July 25, 2019,~~January 29, 2020, our Board of Directors ~~approved~~declared a regular quarterly dividend of $0.21 per share. The ~~$0.02 per share or 10.5% increase highlights our continued commitment to returning value to shareholders. The~~ cash dividend of ~~$5.6~~$5.3 million was paid on ~~October 25, 2019,~~April 23, 2020, to common stockholders of record at the close of business on ~~October 10, 2019.~~April 9, 2020.

At the quarterly Board of Directors meeting held on April 28, 2020, our Board temporarily suspended the Company’s regular quarterly cash dividend due to the COVID-19 impact. Future cash dividends will depend on our earnings, capital requirements, financial condition and other factors considered relevant by us and is subject to final determination by our Board of Directors.

Off-Balance Sheet Arrangements and Other Commitments and Contingencies

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 (other than as specified below), 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.

Foreign currency exchange risk is primarily limited to our operation of Ethan Allen operated retail design centers located in Canada and our manufacturing plants in Mexico and Honduras, as substantially all purchases of imported parts and finished goods are denominated in U.S. dollars. The financial statements of these foreign locations are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in accumulated other comprehensive (loss) income as a component of shareholders’ equity. Foreign exchange gains or losses resulting from market changes in the value of foreign currencies did not have a material impact during any of the periods presented in this Quarterly Report on Form 10-Q.

We describe our significant accounting policies in Note 3, Summary of Significant Accounting Policies, of the notes to our consolidated financial statements included in our 2019 Annual Report on Form 10-K. ~~We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report on Form 10-K.~~

~~We implemented ASU 2016-02 in the first quarter of fiscal 2020.~~ There have been no ~~other~~ changes in our significant accounting policies ~~or critical accounting estimates~~ during the first ~~three~~nine months of fiscal 2020 from those disclosed in our 2019 Annual Report on Form 10-K.

We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report on Form 10-K.

Leases- We implemented ASU 2016-02 in the first quarter of fiscal 2020. Refer to Note 6, Leases, for further details on the adoption of ASU 2016-02.

Goodwill and Other Intangible Assets - We review the carrying value of our goodwill and other intangible assets with indefinite lives at least annually, during the fourth quarter, or more frequently if an event occurs or circumstances change, for possible impairment. For impairment testing, goodwill has been assigned to our wholesale reporting unit. We may elect to evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit or fair value of indefinite lived intangible assets is less than its carrying value. If the qualitative evaluation indicates that it is more likely than not that the fair value of a reporting unit or indefinite lived intangible asset is less than its carrying amount, a quantitative impairment test is required. Alternatively, we may bypass the qualitative assessment for a reporting unit or indefinite lived intangible asset and directly perform the quantitative assessment.

The quantitative impairment test involves estimating the fair value of each reporting unit and indefinite lived intangible asset and comparing these estimated fair values with the respective reporting unit or indefinite lived intangible asset carrying value. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. If the carrying value of an individual indefinite lived intangible asset exceeds its fair value, such individual indefinite lived intangible asset is written down by an amount equal to such excess. Estimating the fair value of reporting units and indefinite lived intangible assets involves the use of significant assumptions, estimates and judgments with respect to a number of factors, including sales, gross margin, general and administrative expenses, capital expenditures, EBITDA and cash flows, the selection of an appropriate discount rate, as well as market values and multiples of earnings and revenue of comparable public companies.

To evaluate goodwill, the Company estimates the fair value of the reporting units using a combination of Market and Income approaches. The Market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). 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 include multiples for revenues, EBITDA and operating cash flows, as well as consideration of control premiums. The selected multiples are determined based on public furniture companies within our peer group, and if appropriate, recent comparable transactions are also 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 management’s forecasts and budgets. 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.

During the fiscal third quarter ended March 31, 2020, wholesale net sales declined 14.1% and there was a meaningful decline (46.4%) in our stock price from the fiscal second quarter to the third (from $19.06 to $10.22). This decline coupled with the significant adverse changes in the business climate from the COVID-19 health crisis, led to an interim evaluation of goodwill and other intangible assets. Based on our interim quantitative assessment performed as of March 31, 2020, the fair value of the wholesale reporting unit exceeded its carrying value by approximately 25%, thus no impairment of goodwill as of March 31, 2020.

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 the trade name valuation are rates for royalties, future revenue growth and a discount factor. Royalty rates are determined using an average of recent comparable values, review of the operating margins and consideration of the specific characteristics of the trade name. 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. We performed the trade name interim impairment test and concluded its fair value substantially exceeded the carrying value as of March 31, 2020, thus no impairment.

If the market valuation of our common shares or operating results within the wholesale reporting unit significantly decline beyond current levels, we may again need to conduct an evaluation of the fair value of our goodwill and trade name, which may result in an impairment charge. Refer to Note 8, Goodwill and Other Intangible Assets, for further details on our goodwill and other intangible assets.

There have been no other changes in our critical accounting estimates during the first nine months of fiscal 2020 from those disclosed in our 2019 Annual Report on Form 10-K.

See Note 3, Recent Accounting Pronouncements, to the consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements, including the expected dates of adoption.

~~With~~Everything has changed as a result of the rapid spread of COVID-19 around the world.

We have begun to reopen design centers in a number of U.S. states since May 1, 2020 and to increase production in some of our ~~vertical enterprise well-positioned,~~North American manufacturing plants. We look forward to reopening all of our design centers but expect that this situation will have a significant adverse effect on our reported results for our fourth fiscal quarter of 2020 and possibly beyond.

Our strong network of North American interior designers continues to create design solutions that best satisfy our customer’s needs while sheltering in their home. We believe changes in consumer spending and new habits being formed as a result of social distancing and sheltering in place, will create opportunities for our brand. Now more than ever, home is a haven, and we ~~maintain a cautiously optimistic outlook.~~are here to help the customer reimagine their homes. We continue to ~~strengthen~~generate business through virtual and in-person appointments and by interacting virtually with our ~~talent across~~customers through Live Chat online. Our design consultants, who have been working remotely, utilize technology, including the ~~Company.~~ Ethan Allen inHome augmented reality app, the 3D room planner tool, Skype and FaceTime.

We ~~believe~~continue to operate our ~~network~~www.ethanallen.com website and distribution centers to deliver products to our customers. We plan to further invest in our digital footprint, including our website, in order to enhance our customer experience when navigating the site in an attempt to increase web sales. We are also continually improving our customers’ journey from the time they land on our website to the delivery their purchase through our white glove home delivery service. We view the combination of ~~professionally-trained interior~~online traffic and design ~~professionals differentiate us from~~center traffic in a holistic fashion whereby our ~~competitors.~~customer generally experiences our brand on our website before visiting a design center in person. Our online traffic continues to increase each year and our marketing teams remain laser-focused on enhancing our digital outreach strategies to further drive more traffic and keep our brand relevant in today’s social media world.

We are ~~continuing~~also making good progress with our ~~marketing focus on providing fresh~~new products including Lucy, a mid-century modern inspired upholstery collection that has just launched very successfully online, and ~~relevant product offerings, enhancing~~Farmhouse, a country cottage inspired furniture collection that is launching in two phases over the ~~projection~~next few months. We plan to persevere, get back to work, open all of our design centers and ~~deploying effective advertising across various mediums. We will also continue~~fully restate our manufacturing and logistics operations. Our liquidity position remains strong as of March 31, 2020 and the difficult, but necessary actions we have taken, should enable us to ~~leverage the use of technology combined with personal service within our retail network and online through~~ ~~ethanallen.com~~.be in a position to ramp operations back up quickly.

Given the number of risk factors, uncertainties and assumptions discussed in Part 1 Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and particularly the ongoing uncertainty surrounding the duration, magnitude, and impact of COVID-19, actual results may differ materially from these expectations. We ~~continue to strengthen our vertically integrated structure from the concept of idea, to engineering, to manufacturing, to retail and logistics. We~~currently do not intend to ~~maintain~~update our ~~manufacturing capabilities~~forward-looking statements until our next quarterly results announcement, other than 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.

The Company also maintains its overall dedication to ethical and accountable business practices. Our corporate social responsibility commitments include the areas of environmental sustainability and community connections. We believe that these commitments create value for our stockholders and help position us to continuously improve business performance. Our strategy focuses our efforts on those areas most significant to our business, including health and safety, environmental stewardship, community and stakeholder engagement, human rights and transparency. Our 2019 Corporate Responsibility Report ispublicly available at ~~www.ethanallen.com/corporate-responsibility~~.statements.

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 on imports, particularly from Asia. While we also utilize overseas sourcing for approximately 25% of our products, we choose to differentiate ourselves by maintaining a substantial North American manufacturing base, the 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 approximately 75% of our product offerings coupled with the import of other selected products, provides the greatest degree of flexibility, lower inventory levels, and short lead times and is the most effective approach to ensuring that acceptable levels of quality and service are maintained.

In October 2019 we introduced the Ethan Allen Member Program, an exclusive new membership program that reimagines and simplifies the shopping experience. For a $100 annual fee, the Member Program provides members 20% everyday savings on all styles and free in-home delivery. Members who are Ethan Allen Platinum Card cardholders also receive special 24-month financing.

In the normal course of business, we are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates that could impact our financial position and results of operations.

Interest rate risk exists primarily through our borrowing activities. We utilize U.S. 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. For floating-rate obligations, interest rate changes do not affectAt March 31, 2020, 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 September 30, 2019, we did not have any~~our floating-rate debt obligations outstanding under our revolving credit ~~facility.~~facility was $100.0 million, which approximated its carrying amount and was determined based on quoted market prices for debt with a similar maturity. It is anticipated that the fair market value of any future debt under the credit facility will continue to be immaterially affected by fluctuations in interest rates and we do not believe that the value of such debt would be significantly impacted by current market events. ~~Previous borrowings under~~The debt bears interest on the ~~facility during fiscal 2019 had an interest~~outstanding principal amount at a weighted average rate equal to the one-month LIBOR rate of ~~2.5%~~0.95% plus a spread using a debt leverage pricing grid currently at 1.5%. ~~There was no~~During the nine months ended March 31, 2020, we recorded interest expense ~~from borrowings during the first three months~~ of ~~fiscal 2020 as we had no~~less than $0.2 million on our outstanding ~~debt.~~debt amounts. We currently do not engage in any interest rate hedging activity and we have no intention of doing so in the foreseeable future. Assuming all terms of our outstanding long-term debt remained the same, a hypothetical 100 basis point change (up or down) in the one-month LIBOR rate would ~~not have~~result in a ~~material effect on~~$1.0 million change to our ~~consolidated results of operations and financial condition.~~annual interest expense.

Our current outstanding borrowing of $100.0 million under our revolving line of credit have an interest rate tied to LIBOR, which is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressure may cause LIBOR to disappear entirely or to perform differently than in the past. It is expected that certain banks will stop reporting information used to set LIBOR at the end of 2021 when their reporting obligations cease. This will effectively end the usefulness of LIBOR and ~~may~~ end its publication. ~~The consequences of these developments cannot be entirely predicted but, as noted above, could impact the interest earned on our investments and our interest expense.~~ If LIBOR is no longer ~~widely~~ available, or otherwise at our option, we will pursue alternative interest rate calculations in our ~~credit agreement. As~~Credit Agreement, including the use of ~~September 30, 2019,~~ the ~~Company had no outstanding borrowings under its existing credit facility and no material exposure~~Secured Overnight Financing Rate (SOFR). A number of other alternatives to LIBOR ~~thus we~~have been proposed or are being developed, but it is not clear which, if any, will be adopted. Any of these alternative methods may result in interest payments that are higher than expected or that do not ~~believe~~otherwise correlate over time with the ~~discontinuation of~~payments that would have been made on such indebtedness for the interest periods if the applicable LIBOR ~~will have a material impact on our financial position and results of operations.~~

Foreign currency exchange risk is primarily limited to our operation of Ethan Allen operated retail design centers located in Canada and our manufacturing plants in Mexico and Honduras, as substantially all purchases of imported parts and finished goods are denominated in United States dollars. As such, foreign exchange 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 hypothetical 10% weaker United States dollar against all foreign currencies at ~~September 30, 2019~~March 31, 2020 would have had an immaterial impact on our consolidated results of operations and financial condition. We currently do not engage in any foreign currency hedging activity and we have no intention of doing so in the foreseeable future.

Under the supervision and with the participation of our management, including the Chairman, ~~of the Board~~President and Chief Executive Officer (principal executive officer) and the Executive Vice President, Administration, ~~and~~ Chief Financial Officer and Treasurer (principal financial officer), we have evaluated 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 Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer have concluded that, as of ~~September 30, 2019,~~March 31, 2020, 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 that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Effective July 1, 2019, we adopted ASU 2016-02,~~ ~~Leases~~. Although the adoption of the new accounting standard did not have a material impact on our Consolidated Statement of Comprehensive Income or Consolidated Statement of Cash Flows for the three-months ended September 30, 2019, we did implement changes in our internal controls related to the implementation of the lease accounting standard. These changes include performing a comprehensive analysis to identify and assess each of our leases, developing ongoing processes and controls related to evaluating new and existing leases, and implementing a new lease accounting software system to calculate our right-of-use asset and lease liability values. Otherwise, thereThere have been no ~~other~~ 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 ~~first~~third fiscal quarter ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes during the first ~~three~~nine months of fiscal 2020 to the matters discussed in Part I, Item 3 - Legal Proceedings in our 2019 Annual Report on Form 10-K.

~~There have been no~~We operate in a changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, operating results or cash flows. The Company has described, in its 2019 Annual Report on Form 10-K, the primary risks related to its business and securities, and periodically updates those risks for material ~~changes during the first three months~~developments. For a detailed discussion of ~~fiscal 2020~~certain risks that affect our business, refer to the risk factors identified in section Item IA1A – Risk Factors in our 2019 Annual Report on Form 10-K.

The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K. Except as presented below, there have been no material changes from the risk factors associated with our business as previously disclosed in our 2019 Annual Report on Form 10-K.

We are undertaking a significant business initiative with the launch of the Ethan Allen Member Program. If this initiative is not successful, it may have a material negative impact on our results of operations.

In October 2019 we transitioned from a promotional to a membership model, by introducing the Ethan Allen Member Program, which is designed to provide a range of benefits to our customers in return for payment of an annual membership fee. We introduced the Ethan Allen Member Program as an alternative to prior practices involving numerous short-term promotional event-driven programs. There can be no assurance that certainty as to how our customers may react to this program over time or how it will affect our financial results from quarter to quarter.

The ongoing global COVID-19 pandemic has and may continue to adversely affect our business, our results of operations and our overall financial performance.

The ongoing global COVID-19 pandemic has negatively impacted the world economy, disrupted financial markets and international trade, resulted in increased unemployment levels and significantly impacted global supply chains, all of which have negatively affected and continue to negatively affect the retail industry and the Company’s business. COVID-19 continues to spread both in the U.S. and globally, and related government and private sector mitigation efforts, including travel restrictions, border closings, restrictions on public gatherings, especially when congregating in heavily populated areas, such as malls and shopping centers, shelter-in-place restrictions and limitations on business, including requiring reduction of operating hours and forced temporary closures of non-essential retailers and other businesses, have adversely affected and are expected to continue to adversely affect our business operations. These actions have begun and could continue to materially and adversely impact our results of operations, financial condition, and liquidity. In particular, the continued spread of COVID-19 and efforts to contain the virus could:

We have instituted measures to ensure our supply chain remains open to us; however, there could be global shortages that could in turn materially adversely impact our maintenance and capital programs that we currently cannot anticipate. To protect our employees, customers and the communities in which we operate, on March 19, 2020, we announced the temporary closing of our Company-operated retail design centers and manufacturing plants in North America, which adversely affected our operations, cash flows and liquidity, as our retail design center revenues comprise approximately 79% of our net revenues. Further, after containment of the virus or after some or all of our design centers reopen, any significant reduction in consumer willingness to visit, levels of consumer spending, employee willingness to work in our design centers, or the prolonged temporary closure of our design centers or distribution centers, relating to COVID-19 or its impact on the economy, consumer sentiment or health concerns, would result in a further loss of revenues, profits, cash flows, and other materially impactful effects on our business and operations.

In addition, we have implemented work-from-home policies for certain employees. The effects of shelter-in-place orders and our work-from-home policies may negatively impact productivity and disrupt our business, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. Although we continue to sell products through our website and our distribution centers remain open and operational through the date of filing of this Quarterly Report, governmental mandates or illness or absence of a substantial number of distribution center employees could require that we temporarily close one or more of our distribution centers, or may prohibit or significantly limit us, or our third party logistics providers, from delivering to our customers and our design centers, which would complicate or prevent our fulfilling orders and, once our design centers reopen, would complicate or prevent our ability to supply merchandise to these design centers. Further, although we continue to implement strong physical and cyber-security measures to ensure that our business operations remain functional and to ensure uninterrupted service to our customers, our systems and our operations remain vulnerable to cyber-attacks and other disruptions due to the fact that a significant portion of our employees work remotely as a result of the ongoing COVID-19 crisis, and we cannot be certain that our mitigation efforts will be effective.

The extent of the impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the virus and related restrictions. At this time, given the uncertainty of the lasting effect of COVID-19, the financial impact on the world economy, and in particular, our business, cannot be determined. Further, despite our efforts to manage various impacts, the situation surrounding COVID-19 remains fluid and the potential for a material impact on our results of operations, financial condition and liquidity increases the longer the virus impacts activity levels in the U.S. and globally. The ultimate impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the COVID-19 outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. Therefore, we currently cannot estimate with any degree of certainty the potential impact to our financial position, results of operations and cash flows.

We may require funding from external sources, which may not be available at the levels we require, or may cost more than we expect, and, as a consequence, our expenses and operating results could be negatively affected.

We regularly review and evaluate our liquidity and capital needs. To maximize our liquidity and increase our available cash on hand, we drew down $100 million on our revolving credit facility in March 2020. We believe that our available cash, cash equivalents and cash flow from operations will be sufficient to finance our operations and expected capital requirements for at least the next 12 months unless our design centers and distribution centers remain closed for an extended period of time or we experience a material decline in revenue relating to COVID-19. However, we might experience periods during which we encounter additional cash needs, and we might need additional external funding to support our operations.

Although our credit facility has remaining borrowing availability of $23.9 million as of March 31, 2020, in the event we require additional liquidity from our lenders, such funds may not be available to us on acceptable terms, or at all. In addition, in the event we were to breach any of our financial covenants, our banks would not be required to provide us with additional funding, or they may require us to renegotiate our existing credit facility on less favorable terms. In addition, we may not be able to renew our letters of credit that we use to help pay our suppliers, on terms that are acceptable to us, or at all, as the availability of credit facilities may become limited. Further, the providers of such credit may reallocate the available credit to other borrowers. If we are unable to access additional credit at the levels we require, or the cost of credit is greater than expected, it could adversely affect our operating results.

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

~~We may from time to time make repurchases in~~The following table provides a month-to-month summary of the ~~open market and through privately negotiated transactions, subject to market conditions, including pursuant to our previously announced~~share repurchase ~~program. At September 30, 2019, we had a remaining Board authorization to repurchase 2,518,046 shares of our common stock pursuant to our program. There were no share repurchases under the program~~activity during the ~~quarter~~three months ended September 30, 2019. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined by our officers at their discretion, and as permitted by securities laws, covenants under existing bank agreements and other legal requirements, and will be based on a number of factors, including an evaluation of general market and economic conditions and the trading price of the common stock. The share repurchase program may be suspended or discontinued at any time without prior notice.March 31, 2020:

Pursuant to the requirements 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.

	September 30,			June 30,			March 31,			June 30,
	2019			2019			2020			2019
Finished goods	$	119,272		$	128,047		$	105,678		$	128,047
Work in process		9,545			9,185			10,467			9,185
Raw materials		24,114			26,661			24,237			26,661
Inventory reserve		(1,510	)		(1,504	)
Inventory reserves								(1,608	)		(1,504	)
Inventories, net	$	151,421		$	162,389		$	138,774		$	162,389

Retail	$	127,904	$	124,694
Wholesale		886		683
Total ROU assets	$	128,790	$	125,377

Fiscal Year	Operating Leases			Finance Leases			Operating Leases			Financing Leases
Remainder of fiscal 2020 (nine months)	$	25,971		$	441
2020 (remaining three months)							$	8,910		$	151
2021		31,627			440			33,424			459
2022		27,563			59			29,082			78
2023		21,189			20			22,936			39
2024		16,100			-			17,875			19
Thereafter		49,489			-			55,783			8
Total undiscounted future minimum lease payments		171,939			960			168,010			754
Less: imputed interest		(22,042	)		(31	)		(21,490	)		(23	)
Total present value of lease obligations	$	149,897		$	929		$	146,520		$	731

	Three months ended September 30, 2019		Nine months ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,851	$	24,411
Operating cash flows from finance leases	$	147
Operating cash flows from financing leases			$	422
Operating lease assets obtained in exchange for new operating lease liabilities	$	6,916	$	16,333

Fiscal Year	Operating Leases		Finance Leases ⁽¹⁾		Operating Leases		Financing Leases ⁽¹⁾
2020	$	33,761	$	550	$	33,761	$	550
2021		30,534		437		30,534		437
2022		26,443		60		26,443		60
2023		20,276		19		20,276		19
2024		15,345		-		15,345		-
Thereafter		43,500		-		43,500		-
Total	$	169,859	$	1,066	$	169,859	$	1,066

Three months ended September 30, 2018
												Accumulated																							Accumulated
					Additional							Other						Non-										Additional							Other						Non-
	Common Stock				Paid-in		Treasury Stock					Comprehensive			Retained			Controlling			Total			Common Stock				Paid-in		Treasury Stock					Comprehensive			Retained			Controlling			Total
	Shares		Par Value		Capital		Shares		Amount			Loss			Earnings			Interests			Equity			Shares		Par Value		Capital		Shares		Amount			Loss			Earnings			Interests			Equity
Balance at June 30, 2018		48,989	$	490	$	376,950		22,460	$	(656,551	)	$	(6,171	)	$	669,013		$	139		$	383,870			48,989	$	490	$	376,950		22,460	$	(656,551	)	$	(6,171	)	$	669,013		$	139		$	383,870
Net income		-		-		-		-		-			-			8,840			-			8,840			-		-		-		-		-			-			8,840			-			8,840
Common stock issued on share-based awards		40		-		637		-		-			-			-			-			637			40		-		637		-		-			-			-			-			637
Share-based compensation expense		-		-		491		-		-			-			-			-			491			-		-		491		-		-			-			-			-			491
Cash dividends declared		-		-		-		-		-			-			(5,072	)		-			(5,072	)		-		-		-		-		-			-			(5,072	)		-			(5,072	)
Other comprehensive income (loss)		-		-		-		-		-			1,247			-			(26	)		1,221			-
Balance at September 30, 2018		49,029	$	490	$	378,078		22,460	$	(656,551	)	$	(4,924	)	$	672,781		$	113		$	389,987			49,029	$	490	$	378,078		22,460	$	(656,551	)	$	(4,924	)	$	672,781		$	113		$	389,987
Net income																									-		-		-		-		-			-			12,190			-			12,190
Common stock issued on share-based awards																									9		-		164		-		-			-			-			-			164
Share-based compensation expense																									-		-		316		-		-			-			-			-			316
Cash dividends declared																									-		-		-		-		-			-			(31,778	)		-			(31,778	)
Other comprehensive income (loss)																									-
Balance at December 31, 2018																									49,038	$	490	$	378,558		22,460	$	(656,551	)	$	(6,119	)	$	653,193		$	94		$	369,665
Net income																									-		-		-		-		-			-			7,978			-			7,978
Common stock issued on share-based awards																									2		-		19		-		-			-			-			-			19
Share-based compensation expense																									-		-		179		-		-			-			-			-			179
Cash dividends declared																									-		-		-		-		-			-			(5,075	)		-			(5,075	)
Other comprehensive income (loss)																									-		-		-		-		-			303			-			(20	)		283
Balance at March 31, 2019																									49,039	$	490	$	378,756		22,460	$	(656,551	)	$	(5,816	)	$	656,096		$	74		$	373,049

	Consolidated Balance Sheet Location	September 30, 2019		Consolidated Balance Sheet Location	March 31, 2020
Assets
Operating leases	Operating lease right-of-use assets (non-current)	$	127,837	Operating lease right-of-use assets (non-current)	$	124,636
Finance leases	Property, plant and equipment, net		953
Financing leases				Property, plant and equipment, net		741
Total lease assets	Total lease assets	$	128,790		$	125,377

Liabilities
Current:
Operating leases	Current operating lease liabilities	$	30,662	Current operating lease liabilities	$	34,005
Finance leases	Other current liabilities		582
Financing leases				Other current liabilities		604
Noncurrent:
Operating leases	Operating lease liabilities, long-term		119,235	Operating lease liabilities, long-term		112,515
Finance leases	Other long-term liabilities		347
Financing leases				Other long-term liabilities		127
Total lease liabilities	Total lease liabilities	$	150,826		$	147,251

			Fiscal 2020 Activity
Optimization of Manufacturing and Logistics	Balance June 30, 2019		New Charges (Income)			Non-Cash			(Payments) Receipts			Balance Sept 30, 2019
Employee severance, other payroll and benefit costs	$	1,714	$	449		$	-		$	(2,002	)	$	161	⁽¹⁾
Manufacturing overhead costs		-		1,052			-			(1,052	)		-
Gain on sale of Passaic property		-		(11,497	)		245			11,612			(130	) ⁽²⁾
Other exit and relocation costs		-		191			(465	)		(697	)		(41	) ⁽³⁾
Sub-total	$	1,714	$	(9,805	)	$	(220	)	$	7,861		$	(10	)

Inventory write-downs
Inventory write-downs	$	-	$	3,088		$	3,088		$	-		$	-

Other Restructuring and Impairment Charges
Lease exit costs (remaining lease rentals)	$	3,145	$	-		$	2,878		$	(267	)	$	-	⁽⁴⁾
Other charges (income)		224		-			-			(53	)		171	⁽⁵⁾
Sub-total		3,369		-			2,878			(320	)		171
Total Restructuring, Impairments and other exit costs	$	5,083	$	(6,717	)	$	5,746		$	7,541		$	161

	FY 2020
Volatility		30.8	%
Risk-free rate of return		1.62	%
Dividend yield		4.42	%
Expected average life (years)		5.9

	Q1 2020			Q1 2019			FY 2020			FY 2019
Volatility		30.8	%		31.3	%		30.8	%		31.3	%
Risk-free rate of return		1.55	%		2.80	%		1.55	%		2.80	%
Dividend yield		3.97	%		3.24	%		3.97	%		3.24	%
Expected average life (years)		5.3			5.0			5.3			5.0

							Weighted
					Restricted Stock Units		Average Fair Value
	Units		Grant Date Fair Value
Outstanding at June 30, 2019		313,882	$	22.82		-	$	-
Granted		99,405	$	12.72		57,000	$	9.15
Vested		-	$	-		-	$	-
Canceled (forfeited/expired)		-	$	-		-	$	-
Outstanding at September 30, 2019		413,287	$	20.37
Outstanding at March 31, 2020						57,000	$	9.15

			Weighted Average
	Units		Grant Date Fair Value
Outstanding at June 30, 2019		313,882	$	22.80
Granted		99,405	$	12.72
Vested		-	$	-
Canceled (forfeited/expired)		-	$	-
Outstanding at March 31, 2020		413,287	$	20.37

	2020			2019
Beginning balance at July 1	$	(5,651	)	$	(6,171	)
Other comprehensive income (loss), net of tax		(3,608	)		290
Less AOCI attributable to noncontrolling interests		41			65
Ending balance at March 31	$	(9,218	)	$	(5,816	)

	-	Forward-Looking Statements
	-	Statement Regarding the Impact of COVID-19
	-	Executive Overview
	-	Key Operating Metrics
	-	Results of Operations
	-	Reconciliation of Non-GAAP Financial Measures
	-	Liquidity
	-	Capital Resources
	-	Share Repurchase Program
	-	Contractual Obligations
	-	Dividends
	-	Off-Balance Sheet Arrangements and Other Commitments and Contingencies
	-	Foreign Currency
	-	Significant Accounting Policies ~~and~~
	-	Critical Accounting Estimates
	-	Recent Accounting Pronouncements
	-	Business Outlook

	●	providing fashionable high-quality products of the finest craftsmanship;
	●	offering complimentary design service through approximately 2,000 motivated interior design professionals network-wide;
	●	offering a wide array of custom products across our upholstery, case goods, and accent product categories;
	●	enhancing our technology in all aspects of the business; and
	●	leveraging our vertically integrated structure.

	Three months ended September 30,										Three months ended March 31,											Nine months ended March 31,
	2019		% of Sales			2018		% of Sales			2020			% of Sales			2019		% of Sales			2020		% of Sales			2019		% of Sales
Net sales	$	173.9				$	187.8				$	149.8					$	177.8				$	498.3				$	562.8
Gross profit	$	93.8		53.9	%	$	101.5		54.0	%	$	83.9			56.1	%	$	98.4		55.3	%	$	275.3		55.2	%	$	308.7		54.9	%
Adjusted gross profit⁽¹⁾	$	97.9		56.3	%	$	101.5		54.0	%	$	83.9			56.0	%	$	98.4		55.3	%	$	279.8		56.2	%	$	308.7		54.9	%
Operating income	$	18.6		10.7	%	$	11.8		6.3	%	$	(0.8	)		(0.5	%)	$	10.7		6.0	%	$	27.1		5.4	%	$	38.6		6.9	%
Adjusted operating income⁽¹⁾	$	12.2		7.0	%	$	11.8		6.3	%	$	0.4			0.2	%	$	11.0		6.2	%	$	22.1		4.4	%	$	39.2		7.0	%
Net income	$	14.1		8.1	%	$	8.8		4.7	%	$	(0.2	)		(0.1	%)	$	8.0		4.5	%	$	21.0		4.2	%	$	29.0		5.2	%
Adjusted net income⁽¹⁾	$	9.3		5.3	%	$	8.8		4.7	%	$	0.6			0.4	%	$	8.2		4.6	%	$	17.2		3.4	%	$	29.5		5.2	%
Diluted EPS	$	0.53				$	0.33				$	(0.01	)				$	0.30				$	0.80				$	1.08
Adjusted diluted EPS⁽¹⁾	$	0.35				$	0.33				$	0.02					$	0.31				$	0.65				$	1.10
Cash flow from operating activities	$	23.4				$	24.4				$	15.3					$	12.8				$	38.7				$	44.3

	Fiscal 2020									Fiscal 2019
	Independent			Company-						Independent			Company-
	retailers			operated			Total			retailers			operated			Total
Retail Design Center activity:
Balance at July 1		158			144			302			148			148			296
New locations		11			6			17			17			2			19
Closures		(9	)		(7	)		(16	)		(3	)		(8	)		(11	)
Transfers		(1	)		1			-			(1	)		1			-
Balance at March 31		159			144			303			161			143			304
Relocations (in new and closures)		1			5			6			-			2			2

Retail Design Center geographic locations:
United States		36			138			174			41			137			178
Canada		-			6			6			-			6			6
China		105			-			105			102			-			102
Other Asia		11			-			11			11			-			11
Europe		1			-			1			1			-			1
Middle East		6			-			6			6			-			6
Total		159			144			303			161			143			304

Period	Total number of shares purchased⁽¹⁾		Average price paid per share		Total number of shares purchased as part of publicly announced plan or programs⁽³⁾		Maximum number of shares (or approximate dollar value) that may yet be purchased under the plans or programs⁽³⁾
January 2020		200,991	$	17.55		200,991		2,799,009	⁽²⁾
February 2020		480,000	$	14.52		480,000		2,319,009
March 2020		311,645	$	12.17		311,645		2,007,364
Total		992,636	$	14.40		992,636		2,007,364

(1)	Shares were purchased under our existing multi-year share repurchase program.

(2)	On January 13, 2020, the Board of Directors of the Companyauthorized an increase in the total authorization of our multi-year existing share repurchase program to 3,000,000.

(3)	On April 1, 2020, as part of our COVID-19 action plan, we temporarily suspended our share repurchase program. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the repurchase program.



Date: ~~November 4, 2019~~May 11, 2020	BY: /s/ M. Farooq Kathwari
	M. Farooq Kathwari
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

Date: ~~November 4, 2019~~May 11, 2020	BY: /s/ Corey Whitely
	Corey Whitely
	Executive Vice President, Administration Chief Financial Officer and Treasurer
	(Principal Financial Officer)