UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

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

For the fiscal year endedJune 30, 20132016

OR

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

For the transition period from          to          

Commission file number1-11692

 

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

06-1275288

 

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

 (I.R.S.

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

Ethan Allen Drive, Danbury, CT068106811
(Address of principal executive offices)(Zip Code)

 

Registrant's telephone number, including area code

(203) 743-8000 

 

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

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

 Title of Each Class 

Name of Each Exchange On Which Registered

Common Stock, $.01 par value

New York Stock Exchange, Inc.

 

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

None

(Title of Class)

Indicate by checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                             [X][ X ]      Yes      [   ]      No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                         [     ]      Yes      [X]      No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                  [X]     Yes        [   ]      No

 

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

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

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

 

Large accelerated filer[ ]filer

[X]

Accelerated filer[X]filer

[   ]

Non-accelerated filer[filer

[   ]

Smaller reporting company[company

[   ]

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                      [   ]      Yes        [X]     No

The aggregate market value of the Registrant’s common stock, par value $.01 per share, held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on December 31, 2012,2015, (the last day of the Registrant’s most recently completed second fiscal quarter) was approximately $670,953,921.$703,752,000. As of July 31, 2013,2016, there were 28,909,61127,747,128 shares of the Registrant’s common stock, par value $.01 per share, outstanding.


DOCUMENTS INCORPORATED BY REFERENCE: Certain information contained in the Registrant’s definitive Proxy Statement for the 20132016 Annual Meeting of stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, is incorporated by reference into Part III hereof.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


TABLE OF CONTENTS

 

ItemPage  

Page

    
PART I
PART I 
    

1.

Business

3

Business

3

    

1A.

Risk Factors

11

Risk Factors

12

    

1B.

Unresolved Staff Comments

16

Unresolved Staff Comments

18

    

2.

Properties

16

Properties

18

    

3.

Legal Proceedings

17

Legal Proceedings

19

    

4.

Mine Safety Disclosures

17

Mine Safety Disclosures

19

    

PART II

PART II

 
    

5.

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

17

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

20

    

6.

Selected Financial Data

19

Selected Financial Data

22

    

7.

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

21

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

23

    

7A.

Quantitative and Qualitative Disclosures About Market Risk

33

Quantitative and Qualitative Disclosures About Market Risk

37

    

8.

Financial Statements and Supplementary Data

33

Financial Statements and Supplementary Data

37

    

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

65

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

65

    

9A.

Controls and Procedures

65

Controls and Procedures

65

    

9B.

Other Information

66

Other Information

66

  

PART III

PART III

 
    

10.

Directors, Executive Officers and Corporate Governance

66

Directors, Executive Officers and Corporate Governance

67

    

11.

Executive Compensation

66

Executive Compensation

67

    

12.

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

66

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

67

    

13.

Certain Relationships and Related Transactions, and Director Independence

 66

Certain Relationships and Related Transactions, and Director Independence

67

    

14.

Principal Accountant Fees and Services

 66

Principal Accountant Fees and Services

68

  

PART IV

PART IV

 
    

15.

Exhibits and Financial Statement Schedules

67

Exhibits and Financial Statement Schedules

68

    

Signatures

71

Signatures73

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART I

Item 1. Business 

 

Item 1. Business The Company

Background

 

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

Available Information

We make available, free of charge via our website, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with, or furnished to, the Securities and Exchange Commission (the "SEC" or the "Commission"), including exhibits and amendments to such reports.Information contained on our website is not part of this Annual Report.This information is available at www.ethanallen.com/investors as soon as reasonably practicable after it is electronically filed with, or furnished to, the SEC. In addition,our SEC filings, including exhibits filed therewith, are also available on the SEC’s website at www.sec.gov. You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the country’s largest home furnishing retail networks. We referSEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C..

In addition, charters of all committees of our Board of Directors, as well as our Corporate Governance guidelines, are available on our website at www.ethanallen.com/governance or, upon written request, in printed hardcopy form. Written requests should be sent to Office of the Secretary, Ethan Allen retail outlets as "design centers" instead of "stores" to better reflect these expanded capabilities. We have made, and continue to make, considerable investment in our business in order to expand and improve our interior design capabilities and to leverage our Company operated manufacturing and logistics operations. The Company was founded in 1932 and has sold products under theInteriors Inc., Ethan Allen brand name since 1937.Drive, Danbury, Connecticut 06811.

 

Mission Statement

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Operating Segments

 

Our products are sold through a dedicated global network of approximately 300 retail design centers. As of June 30, 2013,2016, the Company operated 147143 design centers (our retail segment) and our independent retailers operated 148153 design centers (as compared to 147144 and 151,155, respectively, at the end of the prior fiscal year). Our wholesale segment net sales include sales to our retail segment (which are eliminated in consolidation), and sales to our independent retailers. Our retail segment net sales accounted for 79% of our consolidated net sales in fiscal 2013.2016. Our wholesale segment net sales to independent retailers accounted for 21%, including approximately 10%10.5% of our net sales in fiscal 20132016 to the ten largest independent retailers, who operate 89102 design centers. Our independent retailer in China operated 6883 of these locations at the end of fiscal 2013.2016.

  

Our wholesale and retail operating segments represent strategic business areas of our vertically integrated business that operate separately and provide their own distinctive services (further outlined below). This vertical structure enables us to more effectively offer our complete line of home furnishings and accessories andaccents more efficiently controleffectively while controlling quality and cost. For certain financial information regarding our operating segments, see Note 15 to the Consolidated Financial Statements included under Item 8 of this Annual Report and incorporated herein by reference.

 

Our home furnishings and accessoriesaccents are marketed and sold in a similar manner in our wholesale and retail segments, although the type of customer (wholesale versus retail) and the specific services that each operating segment provides are different. Within the wholesale segment, we maintain revenue information according to each respective product line (i.e. case goods, upholstery, or home accessoriesaccents and other). Case goods include items such as beds, dressers, armoires, tables, chairs, buffets, entertainment units, home office furniture, and wooden accents. Upholstery items include sleepers, recliners and other motion furniture, chairs, ottomans, custom pillows, sofas, loveseats, cut fabrics and leather. Skilled craftsmenartisans cut, sew and upholster custom-designed upholstery items which are available in a variety of frame, fabric and fabrictrim options. Home accessoryaccent and other items include window treatments and drapery hardware, wall decor, florals, lighting, clocks, bedding andmattresses, bedspreads, throws, pillows, decorative accessories,accents, area rugs, wall coverings and home and garden furnishings. The allocation of retail sales by product line follows that of the wholesale segment (see table of wholesale net sales allocated by product line in the Wholesale Segment Overview below).


 

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

 

Wholesale Segment Overview:

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

 

  

Fiscal Year Ended June 30,

 
  

2013

  

2012

  

2011

 

Wholesale net sales

 $434.4  $456.9  $422.9 

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Wholesale net sales

 $491.5  $469.4  $453.6 

 

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

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2013

  

2012

  

2011

  

2016

  

2015

  

2014

 

Case Goods

  37%  38%  39%  32%  34%  36%

Upholstered Products

  48%  44%  46%  51%  48%  48%

Home Accessories and Other

  15%  18%  15%

Home Accents and Other

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

 

The wholesale segment, principally involved in the development of the Ethan Allen brand, encompasses all aspects of design, manufacture, sourcing, sale, and distribution of our broad range of home furnishings and accessories.accents. Wholesale revenue is generated upon the wholesale sale and shipment of our products to our network of independently operated design centers and Company operated design centers (see Company operated retail comments below) through its national distribution center and one other smaller fulfillment center.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

During the past year, independent retailers opened 1115 new design centers (twoand closed 16, two of which were relocations), acquired two from the Company, closed 12, and sold two to the Company.relocations. We continue to promote the growth and expansion of our independent retailers through ongoing support in the areas of market analysis, site selection, and business development. As in the past, our independent retailers are required to enter into license agreements with us, which (i) authorize the use of certain Ethan Allen trademarks and (ii) require adherence to certain standards of operation, including a requirement to fulfill related warranty service agreements. We are not subject to any territorial or exclusive retailer agreements in North America. The wholesale segment also develops and implements related marketing and brand awareness programs.

 

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

 

Approximately 70%75% of the products sold by the Company are manufactured in its North American plants. During fiscal 2013,2016, the Company’s case goods manufacturing footprint remained stable, whileincreased 59,000 square feet, further increasing throughput in our two newest Company operated North AmericanHonduras facility. In our upholstery plants in Maiden, North Carolina we expanded production capacity and built a new R&D facility. A 300,000 square foot expansion is underway at our upholstery plant in Mexico and Honduras by adding skilled workers and state-of-the-art manufacturing equipment.which we anticipate completing during fiscal 2017. We operate four case good plants (two in Vermont including one sawmill, one in North Carolina, and one in Honduras), threefour upholstery plants (two in(three at our North Carolina campus, and one in Mexico) and one home accessoryaccent plant in New Jersey. We also source selected case goods, upholstery, and home accessoryaccent items from third-party suppliers domestically and abroad.

 

As of June 30, 2013,2016, our wholesale backlog was $48.0$40.3 million (as compared to $49.5$63.7 million as of June 30, 2012)2015) which is anticipated to be serviced in the first quarter of fiscal 2014.2017. This backlog fluctuates based on the timing of net orders booked, manufacturing schedules and efficiency, the timing of sourced product receipts, and the timing and volume of wholesale shipments.shipments, and the timing of various promotional events. Because orders may be rescheduled and/or canceled and the sourcing timing may change, the measure of backlog at a point in time mayis not necessarily be indicative of future sales performance.


 

For the twelve months ended June 30, 2013,2016, net orders booked at the wholesale level, which includes orders generated by independently operated and Company operated design centers, totaled $434.1$470.7 million as compared to $442.3$487.4 million for the twelve months ended June 30, 2012.2015. In any given period, net orders booked may be impacted by the timing of floor sample orders received in connection with new product introductions which were significant during the prior fiscal year ended June 30, 2012.introductions. New product offerings may be made available to the retail network at any time during the year, including in connection with our periodic retailer conferences.

 

Retail Segment OverviewOverview::

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

 

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Retail net sales

 $626.5  $579.7  $580.7 


 

  

Fiscal Year Ended June 30,

 
  

2013

  

2012

  

2011

 

Retail net sales

 $578.3  $559.4  $505.9 
ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Case Goods

  30%  32%  33%

Upholstered Products

  48%  45%  45%

Home Accents and Other

  22%  23%  22%
   100%  100%  100%

 

The retail segment sells home furnishings and accessoriesaccents to consumers through a network of Company operated design centers. During fiscal 2013, we opened seven design centers (three of which were relocations), acquired two from independent retailers, closed four design centers and sold two to our independent retailers. The Company also offers access to its products to qualified independent interior designers through our interior design affiliate (“IDA”) program. Retail revenue is generated upon the retail sale and delivery of our products to our retail customers through our network of service centers. Retail profitability reflects (i) the retail gross margin, which represents the difference between the retail net sales price and the cost of goods, purchased primarily from the wholesale segment, and (ii) other operating costs associated with retail segment activities.

 

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

 

We pursue further expansion of the Company operated retail business by adding interior design professionals and expanding the IDA program, opening new design centers, relocating existing design centers and, when appropriate, acquiring design centers from independent retailers. During fiscal 2013,2016 our reach was expanded further through our launch of our gift registry, and through establishing licensing arrangements with Disney Consumer Products, an affiliate program with the Army and Air Force Exchange Service and marketing agreements with several leading national real estate brokerages. During fiscal 2016, we opened oneten new design center in Canada and two in Belgium. We also launchedwww.ethanallen.ca, our new multi-lingual website and near the endcenters, six of the fiscal year moved the Company’s U.S. based website onto a cloud based platform. These are our first Company operated design centers in non-English speaking international markets.which were relocations. The geographic distribution of retail design center locations is included under Item 2 of Part I of this Annual Report.

 

Products

 

Our strategy has been to position Ethan Allen as a preferred brand offering complimentary design service together with products of superior style, quality and value while, at the same time, providingto provide consumers with a comprehensive, one-stop shopping solution for their home furnishing and interior design needs. In carrying out our strategy, we continue to expand our reach to a broader consumer base through a diverse selection of attractively priced products, designed to complement one another, reflecting the popular trend toward eclecticcurrent fashion trends in home decorating. During fiscal 2013,2016, the Company introducedcontinued to strengthen its product offerings by introducing new Fresh Colorsproducts to retail consumers in case goods, upholstery, and American Colorhome accents, by introducing a very large collection of new products and existing products in new finishes under the umbrella of “Romantic Classics”, “Casual Classics”, and the Impressions product line that take advantageexpansion of the Company’sour custom manufacturing capabilitiesquick-ship program. Much of our furniture is built by hand, one piece at a time, in itsour North American plants. These introductions follow a significant change in products begun in fiscal 2012, when the Company introduced significantly more new products than normal, refreshing a broad range of its products. Regular product introductions, aworkshops. Most frames are hand-assembled and stitching is guided by hand. We select international partners who are as committed to quality as we are. All case good frames are made with premium lumber and veneers. We use best-in-class construction techniques, including mortise and tenon joinery and four-corner glued dovetail joinery on drawers. We combine technology with personal service and maintain an up-to-date broad range of styles and selections within our custom upholstery and case good lines, new finishes for, and redesigns of, previous product introductions, and expanded product offerings to accommodateoptions in keeping with today’s home decorating trends,trends. These factors continue to redefinedefine Ethan Allen, positioning us as a leader in style.home fashion.

 

 

All of our case goods, upholstered products, and home accessories are styled with distinct design characteristics. Home accessories play an important role in our marketing strategy as they enable us to offer the consumer the convenience of one-stop shopping by creating a comprehensive home furnishing solution. ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

 

Product Development and Sourcing Activities

 

Using a combination of on staff and outsourced artisans,product designers, we design the majority of the products we sell; all of which are branded Ethan Allen. This important facet of our vertically integrated business enables us to control the design specifications and establish consistent levels of quality across the products in our own North American plants. To capitalize on this vertical integration, between the fall of 2014 and the spring of 2016, the Company undertook a significant redesign of products. Much of the product offerings. Wedesign took advantage of the Company’s custom manufacturing capabilities in its North American plants, where we manufacture and / or assemble approximately 70%75% of the products we sell, in our own North American plants making us one of the largest manufacturers of home furnishings in the United States. Our main manufacturing facilities are located in the Northeast and Southeast regions of the United States supported by an upholstery plant in Mexico and a case goods plant in Honduras. Our plants are located near sources of raw materials and / or skilled craftspeople.artisans. We source approximately 30%25% of the products we sell from third-party suppliers, most of which are located outside the United States, primarily in Asia. We carefully select our sourcing partners and require them to provide products according to our specifications and quality standards. We believe that relatively minor strategic investments in our manufacturing facilities balanced with outsourcing from foreign and domestic suppliers will accommodate significant future sales growth and allow us to maintain an appropriate degree of control over cost, quality and service to our customers.

 

We take pride inare focused on environmental and social responsibility and incorporating uniform environment, health and safety programs into our manufacturing standards. Our “green” initiatives includinginclude but are not limited to the use of responsibly harvested Appalachian woods, water based finishes organic cotton textilesand measuring our carbon footprint, greenhouse gases and recycled materials infrom our products.operations. We have also reduced our carbon footprint by using the wooden waste from our case goods manufacturing plants to generate heat and electricity for our plants in the Northeast. This led to receipt in 2013 of the Vermont Governor’s Award for Environmental Excellence. This year we expanded our voluntary participation inimplemented the Enhancing Furniture’s Environmental Culture (EFEC) programenvironmental management system sponsored by the American Home Furnishing Alliance already in place in(AHFA) at all of our domestic manufacturing, facilities. This program requires participatingdistribution and service center facilities, and have begun to expand these effort to our retail design centers. Our domestic manufacturing, distribution and service centers have also achieved Sustainable by Design (SBD) registration under the EFEC program. Our Silao Mexico facility has also been audited and registered under the AHFA's EFEC program. SBD provides a framework for home furnishings companies to analyzecreate and better understand themaintain a corporate culture of conservation and environmental impact of processes, raw materialsstewardship by integrating socio-economic policies and finished products on a facility-by-facility basis.sustainable business practices into their manufacturing operations and sourcing strategies.

 

Raw Materials and Other Suppliers

 

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

  

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

 

Appropriate amounts of lumber and fabric inventory are typically stocked to maintain adequate production levels. We believe that our sources of supply for these materials are sufficient and that we are not dependent on any one supplier. Within our existing case goods manufacturing sites, we have “supermarkets of parts” housing the components used in our custom manufacturing of those products.

 

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

  

Distribution and Logistics

 

We distribute our products through one primarythree distribution center,centers, owned by the Company, strategically located in New Jersey, Oklahoma, and Virginia. This nationalThese distribution center is supported by a smaller Company owned order fulfillment center located in Oklahoma. Our primary distribution center providescenters provide efficient cross-dock operations to receive and ship product from our manufacturing facilities and third-party suppliers to our network of Company and independently operated retail service centers. Retail service centers prepare products for delivery into clients’ homes. At June 30, 2013,2016, the Company operated retail design centers were supported by 13 Company operated retail service centers plus nineand 14 service centers operated by third party service companies.parties.

 

While we manufacture to custom order the majority of our products, we also stock selected case goods, upholstery and accessorieshome accents to provide for quick delivery of in-stock items and to allow for more efficient production runs. Ethan Allen Express, a program that markets a selection of attractively priced products held in stock for faster delivery, further enhances our ability to reduce lead times for our clients. Wholesale shipments utilize our own fleet of trucks and trailers or are subcontracted with independent carriers. Approximately 89%Our fleet of our fleet (trucks and trailers) is owned, with the remaindertrucks are financed under operating and capital lease agreements with remaining terms ranging from less than onetwo to five years.over three years, and all of our trailers are owned.

 

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

 

Marketing Programs

 

Our marketing and advertising strategies are developed to drive traffic into our network of design centers and to ethanallen.com. We believe these strategies give Ethan Allen a strong competitive advantage in the home furnishings industry. We create and coordinate print, digital and television campaigns nationally, as well as assist in international and local marketing and promotional efforts. The Company’s network of approximately 300 retail design centers, and approximately 4,000along with the over 6,000 independent members of the Interior Design Affiliate program, benefit from these marketing efforts, and we believe these efforts position us to consistently fulfill our brand promise.promise as America's Classic Design Brand.


 

Our team of advertising specialists sendscreates consistent, clear messages that Ethan Allen is a leader in stylehome fashion, designer services and service,classic style, with everything for the well designed home. We use several forms of media to accomplish this,communicate our message, including social media, digital advertising, television (national and local), direct mail, newspapers regionaland national shelter magazines, social media, email, and online advertising.magazines. These messages are also conveyed on our website at ethanallen.com. A strong email marketing campaignprogram delivers promotional messages, inspiration, design ideas and product brochures to a growing database of clients.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Our national television, social media, online and print advertising campaigns are designed to leverage our strong brand equity, finding creative and compelling ways to remind consumers of our tremendous range of products, services, special programs, and custom options. Coordinated local digital, television and print advertising also serve to support our national programs.

 

The Ethan Allen direct mail magazine, which emphasizes the eclectic mix of our wide breadth of products and our services, is one of our most importanta key marketing tools.tool. We publish these magazines and sell them to Company and independently operated design centers whothat use demographic information collected internally and through independent market research to target potential clients. Given the importance of this advertising medium, direct mail marketing lists are continually refined to target those consumers who are most likely to purchase, and improve the return on direct mail expenditures. Approximately 1523 million copies of our direct mail magazine were distributed to consumers during fiscal 2013.2016.

 

Our television advertising and direct mail efforts are supported by strong print campaigns. We also update our Style Book approximately every six months. The Style Book is a celebration of Ethan Allen’s rich history, as well as a catalog of our case goods, upholstery and accent products. Throughout the Style Book,At ethanallen.com we tell the stories of some inspiring associates, provide inspirational photos, and detail the attributes that have become Ethan Allen hallmarks over the years; fine craftsmanship, exceptional quality, great prices, style, personal service, white glove delivery and remarkable functionality, while maintaining the ability to produce about 70% of our offerings in our own workshops. This publication is a comprehensive and effective resource for our clients.

Ethanallen.com provides our clients and our associates with the tools they need to shop, design and design.buy. The website features a series of helpful tabs with videos, feature stories, designinspiring photography, engaging video content, and style solutions, and fresh, new looks. Those looking to shop our site can do so by lifestyle, by product, or by room in an easy-to-navigate format. The site's “My Projects” tool lets visitors create idea boards and room plans, and even gives them the option of consulting with a design professional from their local Ethan Allen design center. Visitors to ethanallen.com will also find all our latest news and promotional information. Nearly all of This year we launched an enhanced user experience and streamlined the path to purchase by updating the designs to our category pages, product types, and checkout.

Ethan Allen’s products are available for purchase online, andAllen also has local websites in various international regions to support our list of on-line products are expanding. At the end of fiscal 2013, we migrated our website ontointernational licensees. These websites, some in local languages, provide a “cloud” platform, further enhancing search and usability featuresregionalized presentation of the site.brand while also linking to our main website.

We launched an online specialty store in partnership with the Army and Air Force Exchange Service. The specialty online store accessible through shopmyexchange.com is an Exchange members-only website. The Army and Air Force Exchange Service is dedicated to ensuring active and retired soldiers, airmen, and their families have access to U.S. goods and services, wherever they serve or live. 

 

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

 

Our social media content is updated regularly and offersplatforms offer fans and followers inspirational images, trend information, and design ideas, as well as tips for how to bring distinctive Ethan Allen style to their homes. We have a robust and loyal following on Facebook, Pinterest, Instagram, Twitter, Google+, YouTube, LinkedIn and Houzz. Our products are available to buy on Pinterest where we were one of the first brands to launch with Pinterest’s buyable pins program.

Our new mover and marketing program with major realtors brings Ethan Allen into targeted homes at the moment homeowners are most likely in the market for new furnishings. This program educates qualified consumers about our services and product offerings and is an extension of our designers’ grassroots marketing efforts.

 

We also have a robust and informative extranet available to our retailers and design professionals. It is the primary source of communication in and among members of our retail network. It provides information about every aspect of the retail business at Ethan Allen, including advertising materials, prototype floor plan displays, and extensive product details. Some of our design consultants utilize customized tablets so they can be more productive in our clients’ homes.

 


Retail Design Center Network

 

Ethan Allen design centers are typically located in busy urbanretail settings as freestanding destinations or as part of suburban strip malls or shopping malls, depending upon the real estate opportunities in a particular market. Our design centers average approximately 16,000 square feet in size but range from approximately 3,000with 75% between 15,000 and 25,000 square feet to 35,000and 20% less than 15,000 square feet and 5% greater than 25,000 square feet.

  


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Combining technology with personal service in our design centers has allowed us to reduce the size of our design centers. At June 30, 2016 we operated 19 design centers that have opened in the past three years, and these average 8,700 square feet. These smaller footprint design centers reflect our direction as we move forward in repositioning our retail design center network. These new and relocated design centers also reflect our shift from destination and shopping mall locations to lifestyle centers that better project our brand and offer increased traffic opportunities. 

We maximize uniformitymaintain consistency of presentation throughout the retail design center network through a comprehensive set of standards and display planning assistance. These standard interior display design formatsstandards assist each design center in presenting a high quality image by using focused lifestyle settings and select product category groupings to display our products and information to facilitate design solutions and to educate consumers. We also create a uniform design center image with consistent brand projection through our exterior facades in addition to the interior layouts.and signage. The adherence to allestablishment of these standards havehas helped position Ethan Allen as a leader in home furnishings retailing.

 

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

 

People

 

At June 30, 2013,2016, the Company , through its subsidiaries, had approximately 4,9005,200 employees (“associates”), approximately one percentnone of whom are represented by unions whose collective bargaining agreements expire within the next year.unions. We expect no significant changes in our relations with the unions and believe we maintain good relationships with our employees.

 

The retail network, which includes both Company subsidiaries and independently operated design centers, is staffed with a sales force of interior design consultants and service professionals who provide customers with effectivecomplimentary home decorating solutions at no additional charge.and interior design solutions. Our interior design associates receive specialty training with respect to the distinctive design and quality features inherent in each of our products and programs. This enables them to more effectively communicate the elements of style and value that serve to differentiate us from our competition. As such, we believe our design consultants, and the complimentary service they provide, create a distinct competitive advantage over other home furnishing retailers. We continue to strengthen the level of service, professionalism, interior design competence, efficiency, and effectiveness of retail design center associates.

The Company’s interior design affiliate program now has over 4,000 qualified professional interior design affiliates, who addadds further strength and breadth to our interior design reach. We believe that this program augments the Company and independent retailer design staffscenter design staff to reach more clients and improve market penetration.

 

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

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Customer Service Offerings

 

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

 

Gift Card

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

 

On-Line Room Planning

On our website, we offer an interactive on-line room planning resource which serves to further assist consumers with their home decorating needs. Through the use of this web-based tool, customers can determine which of our product offerings best fit their particular needs based on their own individual home floor plan.

Ethan Allen Consumer Credit Programs

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

  

Competition

 

The domestic and global home furnishings industry faces numerous challenges, which include an influx of low-priced products from overseas. As a result, there is a high degree of competition in our markets. The “Great Recession’ of 2008-2009 resulted in many small and medium sized furniture retailers going out of business, and other well-established competitors resorting to heavy discounts to attract customers. We differentiate ourselves as a preferred brand by adhering to a business strategy focused on providing (i) high-quality, well designed and often custom, handmade products at good value, (ii) a comprehensive complement of home furnishing design solutions, including our complimentary design service, and (iii) excellence in customer service. We consider our vertical integration a significant competitive advantage in the current environment as it allows us to design, manufacture and source, distribute, market, and sell our products through one of the industry’s largest single-source retail networks.

 

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

 

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

 

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

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Trademarks

 

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

 

Available InformationExecutive Officers of the Registrant

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

 

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

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

M. Farooq Kathwari, age 71

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

Daniel M. Grow, age 70

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

Eric D. Koster, age 69

  ●         Vice-President, General Counsel and Secretary since April 2013
  ●         Private practice prior to joining the Company in April 2013

Tracy Paccione, age 50

  ●         Vice-President, Merchandising since June 2009

Clifford Thorn, age 64

  ●         Vice-President, Upholstery Manufacturing since May 2001

Corey Whitely, age 56

  ●         Executive Vice-President, Administration, Chief Financial Officer and Treasurer since July 2014
  ●         Executive Vice-President, Operations from October 2007 through July 2014

 

Item 1A. Risk Factors

 

The following information describes certain significant risks and uncertainties inherent in our business that should be carefully considered, along with other information contained elsewhere in this reportAnnual Report and in other filings, when making an investment decision with respect to us. If one or more of these risks actually occurs, the impact on our business, including our financial condition, results of operations, and cash flows could be adverse.

 

An economic downturn may materially adversely affect our business.

 

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

 

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

 

Our ability to continue to access consumer credit for our clients could be negatively affected by conditions outside our control. If capital market conditions were to worsen meaningfully, there is a risk that our business partner that issues our private label credit card program under a contract that expires July 2014 may not be able to fulfill its obligations under that agreement. In addition, further tightening of credit markets may restrict our customers’the ability and willingness of customers to make purchases.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

Historically, we have relied upon our cash from operations to fund our debt service, operations and growth. As we operate and expand our business, we may rely on external funding sources, including the proceeds from the issuance of additional debt or use of the $50$115 million revolving bank line of credit under our existing $150 million credit facility. The credit facility bears interest at a floating rate and there is a risk that the rate will increase and as we are not hedging our interest rate for the credit facility, our debt service costs could increase. Any unexpected reduction in cash flow from operations could increase our external funding requirements to levels above those currently available. The credit rating agencies Moody’s Corporation and Standard and Poor’s most recent rating of our corporate and senior unsecured credit is Ba2 and BB- respectively. If our credit ratings were lowered further, the Company’s access to debt could be negatively impacted. There can be no assurance that we will not experience unexpected cash flow shortfalls in the future or that any increase in external funding required by such shortfalls will be available on acceptable terms or at all.

 

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

 

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

 

Additional impairment charges could reduce our profitability.

 

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

 

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

  


Competition from overseas manufacturers and domestic retailers may adversely affect our business, operating results or financial condition.

 

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

 

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

 

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

 

Failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Our number of manufacturing and logistics sites may increase our exposure to business disruptions and could result in higher transportation costs.

 

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

  


Our current and former manufacturing and retail operations and products are subject to increasingly stringent environmental, health and safety requirements.

 

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

 

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

 

Fluctuations in the price, availability and quality of raw materials could result in increased costs or cause production delays which might result in a decline in sales, either of which could adversely impact our earnings.

 

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

 

Our business is sensitive to increasing labor costs, competitive labor markets, our continued ability to retain high-quality personnel and risks of work stoppages.

 

The market for qualified employees and personnel in the retail and manufacturing industries is highly competitive. Our success depends upon our ability to attract, retain and motivate qualified craftsmen,artisans, professional and clerical associates and upon the continued contributions of these individuals. We cannot provide assurance that we will be successful in attracting and retaining qualified personnel. A shortage of qualified personnel may require us to enhance our wage and benefits package in order to compete effectively in the hiring and retention of qualified employees. Our labor and benefit costs may continue to increase and such increases may not be recovered. In addition, some of our employees are covered by collective bargaining agreements with local labor unions. Although we do not anticipate any difficulty renegotiating these contracts as they expire, a labor-related stoppage by these unionized employees could adversely affect our business and results of operations. The loss of the services of such personnel or our failure to attract additional qualified personnelThis could have a material adverse effect on our business, operating results and financial condition.

 


Our success depends upon our brand, marketing and advertising efforts and pricing strategies. If we are not able to maintain and enhance our brand, or if we are not successful in these other efforts, our business and operating results could be adversely affected.

 

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

 

We may not be able to maintain our current design center locations at current costs. We may also fail to successfully select and secure design center locations.

 

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

 

Our results of operations for any quarter are not necessarily indicative of our results of operations for a full year.

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Failure to protect our intellectual property could adversely affect us.

 

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

  

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


 

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

 

We could incur substantial costs due to compliance with conflict mineral regulations, which may materially adversely affect our business, operating results, and financial condition.

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

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

Our 144,000 sq. ft. corporate headquarters, located in Danbury, Connecticut, consists of one building containing 144,000 square feet, situated on approximately 18.0 acres of land, all of which is owned by us. Locatedand adjacent to the corporate headquarters, and situated on approximately 5.4 acres, is the Ethan Allen Hotel and Conference Center, containing approximately 200 guestrooms. This hotel,guestrooms, are owned by a wholly-owned subsidiary of Ethan Allen,the Company. The hotel is used primarily for functions and accommodations for the general public as well as in connection with Ethan Allen functions and training programs, as well as for functions and accommodations for the general public.programs.

 

We operate eightnine manufacturing facilities located in the U.S., Mexico and Honduras. All of these facilities are owned by the Company and include four case good plants (including one sawmill) totaling 1,711,0001,789,000 square feet, threefour upholstery furniture plants totaling 820,000947,000 square feet, and one home accessoryaccent plant of 295,000177,000 square feet. Our wholesale division also owns and operates onethree national distribution center supported by one owned small parcel and fulfillment centercenters, one of which shares a facility with our manufacturing, which are a combined 829,0001,001,000 square feet. Two of our case goods manufacturing facilities are located in Vermont, one is in North Carolina and one is in Choloma, Honduras. We have twothree upholstery manufacturing facilities at our Maiden, North Carolina campus, and one in Guanajuato, Mexico. Our distribution facilityhome accents plant is located in Virginia.New Jersey, and our distribution facilities are located in New Jersey, Oklahoma, and Virginia .

  

We own fivethree and lease eightten retail service centers, totaling 993,000732,000 square feet. Our retail service centers are located throughout the United States and Canada and serve to support our various retail sales districts.

The location activity and geographic distribution of our retail design center network as of June 30, 20132016 is as follows:

 

  

Year-to-date Fiscal 2016

  

Year-to-date Fiscal 2015

 
  

Independent

retailers

  

Company-

operated

  

Total

  

Independent

retailers

  

Company-

operated

  

Total

 

Retail Design Center location activity:

                        

Balance at beginning of period

  155   144   299   152   143   295 

New locations

  15   10   25   22   4   26 

Closures

  (16)  (12)  (28)  (17)  (5)  (22)

Transfers

  (1)  1   -   (2)  2   - 

Balance at end of period

  153   143   296   155   144   299 

Relocations (in new and closures)

  2   6   8   7   2   9 
                         

Retail Design Center geographic locations:

                        

United States

  50   137   187   58   137   195 

Canada

  -   6   6   2   6   8 

Asia

  94   -   94   87   -   87 

Europe

  2   -   2   1   1   2 

Middle East

  7   -   7   7   -   7 

Total

  153   143   296   155   144   299 

  

Retail Design Center Category

 
  

Company

Operated

  

Independently

Operated

 

United States

  139   62 

Canada

  6   3 

Asia

  -   79 

Europe

  2   - 

Middle East

  -   4 

Total

  147   148 

 

Of the 147143 Company operated retail design centers, 7166 of the properties are owned and 7677 of the properties are leased from independent third parties. Of the 7166 owned design centers, 17 are subject to land leases. We own ninesix additional retail properties, two of which are leased to independent Ethan Allen retailers, and four of which are leased to unaffiliated third parties. See Note 7 to the Consolidated Financial Statements included under Item 8 of this Annual Report for more information with respect to our operating lease obligations.

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We believe that all of our properties are well maintained and in good condition. We estimate that our manufacturing plants are currently operating at approximately 70%66% of capacity.capacity based on their current shifts and staffing. We believe we have additional capacity at selected facilities, which we could utilize with minimal additional capital expenditures.

 

Item 3. Legal Proceedings 

 

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

 

Environmental Matters

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

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

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

 

Item 4. Mine Safety Disclosures

 

Not applicable

 


PART II

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART II

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

 

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

 


  

Market Price

  

Dividends

 
  

High

  

Low

  

Per Share

 

Fiscal 2016

            

First Quarter

 $31.87  $25.76   0.14 

Second Quarter

  29.65   25.30   0.14 

Third Quarter

  32.10   22.46   0.17 

Fourth Quarter

  35.31   29.39   0.17 
             

Fiscal 2015

            

First Quarter

 $26.84  $22.06  $0.12 

Second Quarter

  31.24   22.58   0.12 

Third Quarter

  32.63   25.31   0.12 

Fourth Quarter

  28.25   23.33   0.14 

 

  

Market Price

  Dividends 
  

High

  

Low

  

Per Share

 

Fiscal 2013

            

First Quarter

 $25.30  $19.54  $0.09 

Second Quarter

  30.29   21.48   0.50 

Third Quarter

  33.18   26.26   0.09 

Fourth Quarter

  33.36   26.76   0.09 
             

Fiscal 2012

            

First Quarter

 $22.32  $13.17  $0.07 

Second Quarter

  24.40   12.30   0.07 

Third Quarter

  28.37   22.50   0.07 

Fourth Quarter

  25.60   18.00   0.09 
Mr. Kathwari, Chief Executive Officer and President, has certified to the NYSE, pursuant to Section 303A.12 of the NYSE’s Listing Company Manual, that he is unaware of any violation by the Company of the NYSE’s corporate governance listing standards.

 

As of August 8, 2013,July 31, 2016, there were 267238 shareholders of record of our common stock. Management estimates there are approximately 10,000 beneficial shareholders of the Company’s common stock. WeThe Company’s policy is to issue quarterly dividends, and we expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.

 

Equity Compensation Plan Information

 

The Equity Compensation Plan Information required by this Item will appear in the Ethan Allen Interiors Inc. proxy statement for the Annual Meeting of Shareholders scheduled to be held on November 19, 201316, 2016 and is incorporated herein by reference in the introductory paragraph of Part III of this Annual Report.

 

Issuer Purchases of Equity Securities

 

On November 21, 2002, our Board of Directors approved a share repurchase program authorizing us to repurchase up to 2,000,000 shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent to that date, the Board of Directors increased the remainingaggregate authorization under the repurchase program on sevenseveral separate occasions, the last of which was on NovemberApril 13, 2007.2015 when the Board of Directors increased the aggregate authorization to approximately 3,000,000 shares. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant. There were no share repurchasespurchases made by or on behalf of us or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the quarterthree months ended June 30, 2013. As of2016.  


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Comparative Company Performance

The following line graph compares the cumulative total stockholder return for the Company with the S&P 500 Index, and the S&P Retail Select Industry Index (SPSIRE), assuming $100 was invested on June 30, 2013 we had a remaining Board authorization to repurchase 1,101,490 shares.2011.

 

 

 

Comparative Company PerformanceETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The following line graph compares cumulative total stockholder return for the Company with a performance indicator of the overall stock market, the Standard & Poor’s 500 Index, and an industry index, the Peer Issuer Group Index, assuming $100 was invested on June 30, 2008. The peer group includes Bassett Furniture Industries, Inc., Flexsteel Industries, Inc., Furniture Brands International, Inc., Haverty Furniture Companies, Inc., La-Z-boy Inc., Leggett & Platt, Inc., and Pier 1 Imports Inc. Chromcraft Revington has been removed from the peer group for all periods due to its delisting from the NYSE. The returns of each company have been weighted according to each company’s market capitalization.

Item 6. Selected Financial Data

 

The following table presents selected financial data for the fiscal years ended June 30, 2016, 2015, 2014, 2013 and 2012 2011, 2010 and 2009 whichthat has been derived from our consolidated financial statements (dollar amounts in thousands except per share data). The information set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of this Annual Report and our Consolidated Financial Statements (including the notes thereto) included under Item 8 of this Annual Report.

 


 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2013

  

2012

  

2011

  

2010

  

2009

  

2016

  

2015

  

2014

  

2013

  

2012

 

Consolidated Operations Data

                                        

Net Sales

 $729,083  $729,373  $678,960  $590,054  $674,277  $794,202  $754,600  $746,659  $729,083  $729,373 

Cost of Sales

  330,734   339,085   329,500   309,777   326,935   351,966   343,437   340,163   330,734   339,085 

Selling, general and administrative expenses

  337,912   340,591   317,527   289,575   353,112 

Restructuring and impairment charges, net

  -   -   -   2,437   67,001 

Operating income (loss)

  60,437   49,697   31,933   (11,735)  (72,771)

Selling, general andadministrative expenses

  353,057   345,229   336,860   337,912   340,591 

Operating income

  89,179   65,934   69,636   60,437   49,697 

Interest and other expense, net

  10,263   8,458   5,562   7,052   8,409   1,223   9,251   7,234   10,263   8,458 

Income (loss) before income tax expense

  50,174   41,239   26,371   (18,787)  (81,180)

Income before incometax expense

  87,956   56,683   62,402   50,174   41,239 

Income tax expense (benefit)

  17,696   (8,455)  (2,879)  25,529   (28,493)  31,319   19,541   19,471   17,696   (8,455)

Net income (loss)

 $32,478  $49,694  $29,250  $(44,316) $(52,687)

Net income

 $56,637  $37,142  $42,931  $32,478  $49,694 
                                        
                                        

Per Share Data

                                        

Net income (loss) per basic share

 $1.13  $1.72  $1.02  $(1.53) $(1.83)

Basic weighted average shares outstanding

  28,864   28,824   28,758   28,982   28,814 

Net income (loss) per diluted share

 $1.11  $1.71  $1.01  $(1.53) $(1.83)

Diluted weighted average shares outstanding

  29,239   29,109   28,966   28,982   28,814 

Net income per basicshare

 $2.02  $1.29  $1.48  $1.13  $1.72 

Basic weighted average sharesoutstanding

  28,072   28,874   28,918   28,864   28,824 

Net income per dilutedshare

 $2.00  $1.27  $1.47  $1.11  $1.71 

Diluted weighted averageshares outstanding

  28,324   29,182   29,276   29,239   29,109 

Cash dividends per share

 $0.77  $0.30  $0.22  $0.20  $0.65  $0.62  $0.50  $0.40  $0.77  $0.30 
                                        

Other Information

                                        

Depreciation and amortization

 $18,008  $18,581  $20,816  $29,398  $25,635  $19,353  $19,142  $17,930  $18,008  $18,581 

Capital expenditures and acquisitions

 $19,775  $23,404  $12,051  $9,972  $23,903 

Capital expenditures andacquisitions

 $23,132  $21,778  $19,305  $19,775  $23,404 

Working capital

 $127,631  $131,715  $113,912  $113,950  $139,239  $124,857  $130,012  $169,582  $127,631  $131,715 

Current ratio

  1.96to1   1.87to1   1.74to1   1.78to1   2.24to1   2.01 to 1   1.92 to 1   2.25 to 1   1.96 to 1   1.87 to 1 

Effective tax rate

  35.3%  -20.5%  -10.9%  -135.9%  35.1%  35.6%  34.5%  31.2%  35.3%  -20.5%
                                        

Balance Sheet Data (at end of period)

                                        

Total assets

 $617,285  $644,788  $628,325  $631,777  $646,485  $577,409  $605,977  $654,434  $617,285  $644,788 

Total debt, including capital lease obligations

  131,289   154,500   165,032   203,267   203,148 

Total debt, including capitallease obligations

  41,838   76,237   130,912   131,289   154,500 

Shareholders' equity

 $334,357  $321,868  $281,687  $258,459  $305,923  $392,202  $370,535  $367,467  $334,357  $321,868 

Debt as a percentage of equity

  39.3%  48.0%  58.6%  78.6%  66.4%  10.7%  20.6%  35.6%  39.3%  48.0%

Debt as a percentage of capital

  28.2%  32.4%  36.9%  44.0%  39.9%  9.6%  17.1%  26.3%  28.2%  32.4%

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


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

 

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

 

Forward-Looking Statements

 

Management's discussion and analysis of financial condition and results of operations and other sections of this Annual Report on Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent management’s beliefs and assumptions concerning future events based on information currently available to us relating to our future results. Such forward-looking statements are identified in this Annual Report on Form 10-K and in documents incorporated herein by reference by use of forward-looking words such as "anticipates""anticipate", "believes""believe", "plans""plan", "estimates""estimate", "expects""expect", "intend", “will”, “may”, “continue”, “project”, ”target”, “outlook”, “forecast”, “guidance”, and "intends" or words or phrasessimilar expressions and the negatives of similar expression.such forward-looking words. These forward-looking statements are subject to management decisions and various assumptions about future events, and are not guarantees of future performance. A number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements, including, but not limited to: the potential effects of natural disasters affecting our suppliers or trading partners; the effects of labor strikes; weather conditions that may affect sales; volatility in fuel, utility, transportation and security costs; changes in global or regional political or economic conditions, including changes in governmental and central bank policies; our ability to secure debt or other forms of financing; the effect of operating losses on our ability to pay cash dividends; changes in business conditions in the furniture industry, including changes in consumer spending patterns, tastes and demand for home furnishings; competition from overseas manufacturers and domestic retailers and competitive factors such as changes in products or marketing efforts of others; effects of our brand awareness and marketing programs, including changes in demand for our existing and new products; our ability to locate new design center sites and/or negotiate favorable lease terms for additional design centers or for the expansion of existing design centers; competitive factors, including changes in products or marketing efforts of others; pricing pressures; fluctuations in interest rates and the cost, availability and quality of raw materials; pricing pressures; the effects of labor strikes; weather conditions that may affect sales; volatility in fuel, utility, transportation and security costs; the potential effects of natural disasters affecting our suppliers or trading partners; the effects of terrorist attacks or conflicts or wars involving the United States or its allies or trading partners; and those matters discussed in Items 1A and 7A of this Annual Report on Form 10-K and in our other SEC filings; and our future decisions.filings. Accordingly, actual circumstances and results could differ materially from those contemplated by the forward-looking statements.

 

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

Critical Accounting Policies

 

Our consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require, in some cases, that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Estimates are based on currently known facts and circumstances, prior experience and other assumptions believed to be reasonable.reasonable assumptions. We use our best judgment in valuing these estimates and may, as warranted, solicit external advice. Actual results could differ from these estimates, assumptions and judgments, and these differences could be material. The following critical accounting policies, some of which are impacted significantly by estimates, assumptions and judgments, affect our consolidated financial statements. For the years ended June 30, 2013, 2012 and 2011, the Company has presented selling, general and administrative expenses as a single line on the consolidated statements of Comprehensive Income to remove information we believe is not meaningful and to improve comparability with our peer companies. Selling expenses, general and administrative expenses, and restructuring and impairment charges had previously been presented separately in those years.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

 

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

 


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

 

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

 

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

 

The recoverability of long-lived assets are evaluated for impairment by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

 

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

 


In the fourth quarter of fiscal years 20132016, 2015 and 2012,2014, the Company performed qualitative assessments of the fair value of the wholesale reporting unit and concluded that the fair value of its goodwill exceeded its carrying value. In fiscal year 2011 the Company performed a quantitative assessment and determined the fair value of its wholesale reporting unit exceeded its carrying value by a substantial margin. The fair value of the trade name exceeded its carrying value by a substantial margin in fiscal years 2013, 20122016, 2015, and 2011.To2014.To calculate fair value of these assets, management relies on estimates and assumptions which by their nature have varying degrees of uncertainty. Wherever possible, management therefore looks for third party transactions to provide the best possible support for the assumptions incorporated. Management considers several factors to be significant when estimating fair value including expected financial outlook of the business, changes in the Company’s stock price, the impact of changing market conditions on financial performance and expected future cash flows, and other factors. Deterioration in any of these factors may result in a lower fair value assessment, which could lead to impairment of the long-lived assets and goodwill of the Company.

 

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

Results of Operations

A summary of our consolidated operations for the past three fiscal years are presented in the following table ($ in millions).

  

Fiscal years ended June 30,

 
  

2016

  

%

  

2015

  

%

  

2014

  

%

 

Net sales

 $794.2   100.0% $754.6   100.0% $746.7   100.0%

Gross profit

 $442.2   55.7% $411.2   54.5% $406.5   54.4%

SG&A

 $353.1   44.5% $345.2   45.7% $336.9   45.1%

Operating income

  89.2   11.2%  65.9   8.7%  69.6   9.3%

Net income

  56.6   7.1%  37.1   4.9%  42.9   5.7%

Earnings per diluted share

 $2.00      $1.27      $1.47     

Net cash provided by operating activities

 $58.4      $55.1      $59.9     

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

   Fiscal years ended June 30,  
   2016   2015   2014  

Net sales

  5.2%  1.1%  2.4% 

Operating income

  35.3%  -5.3%  15.2% 

Net income

  52.5%  -13.5%  32.2% 

Earnings per diluted share

  57.5%  -13.6%  32.4% 

Net cash provided by operating activities

  5.9%  -8.0%  -2.3% 

 

 

 

Basis of PresentationETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

AsBeginning in the fall of 2014, we began a major transformation of our product offerings with several phases. We introduced Casual Classics during the first phase in the fall of 2014, focusing on several design projections with relaxed finishes and comfort. In the spring and summer of 2015, we launched the second phase, Romantic Classics, with design projections featuring unique, stand-alone timeless pieces with new finishes and forms, designed specifically for manufacturing primarily at our North American workshops to obtain maximum benefit from our vertical integration. We launched the third phase in the fall of 2015, during which we further developed Romantic Classics, inspired by European designs, taking inspiration from the classics and modernizing them for today’s living, with continued focus on North American manufacturing. In our current phase, we continue to differentiate our brand by further expanding our Casual Classics, with three new design projections; Buckhead, featuring designs infused with European inspiration and Southern charm, introduced in June 30, 2013,2016; Santa Monica, a blend of breezy beach house and vintage farmhouse flair, introduced in July 2016; and Brooklyn, a sophisticated industrial design, expected to be introduced in August 2016. These new product offerings will be followed by the introduction of our Ethan Allen Interiors Inc. has no material assets other than its ownership| Disney home line in the fall of 2016. While we implement major product introductions, such as the capital stockanticipated introductions described above, our wholesale segment experiences some disruptions in manufacturing as we change tooling and methods, build prototypes and then ramp up production. In our retail segment, some disruption also occurs in our design centers as we update floor displays, and sell the remainder of Ethan Allen Global, Inc.our older products on clearance to make space for the new product. Our continuous product transformation in measured steps helps us minimize these disruptions and conducts all significant transactions through Ethan Allen Global, Inc.; therefore, substantially all of the financial information presented herein is that of Ethan Allen Global, Inc.

Results of Operationspreserve our reputation for offering high-quality and fashionable products.

 

For the year ended June 30, 2013,2016, our operatingnet sales increased from the prior fiscal year at a higher rate than in the previous two fiscal years, as our new introductions and marketing efforts gain traction with consumers. Operating expenses during fiscal 2016 decreased as a percentage of sales in fiscal 2016 compared to fiscal 2015, further contributing to a fiscal 2016 net income increased 21.6%increase of 52.5% over the prior fiscal year to $60.4 million, and netearnings per diluted share of $2.00. Net cash provided by operating activities increased 62.6% over the prior fiscal year to $61.3 million. Our retail division contributed $8.0 million inalong with operating income, up $19.5 million from the loss of $11.5 million the prior year while the retail division net sales grew 3.4%. Our liquidity continued to be strong allowingcash enabled us to buy back $24repurchase $19.3 million of our Senior Notescommon stock under our share repurchase program, pay down $31.5 million of our debt earlier than scheduled, and pay $22return $16.6 million in cash dividends which were $14 million or 176% greater than the prior year, while maintaining ato our shareholders. At June 30, 2016 we had total cash and securities balance at June 30, 2013 about even with the prior year at $104of $60.5 million, and working capital of $124.9 million.

 

Despite highly promotionalThe components of consolidated revenues and competitive conditionsoperating income (loss) by business segment are as follows (in millions):

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Revenue:

            

Wholesale segment

 $491.5  $469.4  $453.6 

Retail segment

  626.5   579.7   580.7 

Elimination of inter-segment sales

  (323.8)  (294.5)  (287.6)

Consolidated revenue

 $794.2  $754.6  $746.7 
             

Operating income :

            

Wholesale segment

 $74.4  $67.0  $57.8 

Retail segment

  16.5   1.7   10.5 

Adjustment for inter-company profit (1)

  (1.7)  (2.8)  1.3 

Consolidated operating income

 $89.2  $65.9  $69.6 

(1)

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


A summary by business segment of annual percentage changes from the preceeding fiscal years are presented in the following tables.

  Fiscal Year Ended June 30,  
  2016  2015  2014  

Wholesale segment

            

Revenue

  4.7%  3.5%  4.4%

Operating Income

  11.1%  15.9%  13.7%

Backlog

  -36.8%  41.8%  -6.5%

  Fiscal Year Ended June 30, 
  2016  2015   2014  

Retail segment

            

Revenue

  8.1%  -0.2%  0.4%

Comparable design center revenue

  8.5%  0.7%  3.0%

Total written orders

  1.7%  3.9%  1.0%

Comparable design center written orders

  1.8%  4.4%  3.0%

Operating Income

  853.1%  -83.6%  31.2%

Backlog

  -13.1%  18.6%  -4.7%

The fiscal 2016 decreases in backlogs of 36.8% for our industry,wholesale and 13.1% for retail followed backlog increases at the end of fiscal 2015. In June 2015 a price increase effective July 1, 2015 was announced which created a spike in June 2015 orders for both our wholesale and retail, business segments continue to make substantial progress. Ourin advance of the price increase, increasing the fiscal 2015 ending backlogs. There was no corresponding price increase announced at the end of fiscal 2016.

Operating income in the retail segment has now had 14 consecutive quarters of year over year sales growth, and on a consolidated basis, we have had 12 consecutive quarterly profits. Despite 3.4% growth in net sales this fiscal year by our retail division, our consolidated net sales of $729.1 million were essentially flat with the prior year. This was2016 increased 853.1% compared to fiscal 2015 primarily due to a decline$46.8 million increase in revenue in fiscal 2016, and net gains on the last two quarterssale of real estate in fiscal 20132016 compared to net losses in our wholesale shipments to an international independent retailer. As we continue totake strong and decisive actions to grow the business, we continue to operate the business with cautious optimism while aggressively pursuing our business objectives.fiscal 2015.

 

One such objective isWecontinue to continuously reexamine our retail footprint to optimize our structure and “do more with less.” While the number of Company operated design centers was 147 at June 30 of both 2013 and 2012, we had approximately 1,900 associates in our retail division at fiscal year end, 11% fewer than the prior year. Despite the lower staffing, we grew our retail division net sales by 3.4% and improved significantly our retail division operating profit.Our culture of entrepreneurship and streamlined operating structure made this possible despite investments made this year to open international, foreign language design centers in Canada and Belgium.

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

 

Our manufacturing operations gained efficiency by increasing throughput in our Honduras facility, and logistics operations are also more efficient. We strengthened our domestic operations with strategic equipment purchasesexpanding capacity and added capacitybuilding a new R&D facility in Mexico and Honduras.North Carolina. We estimate our manufacturing facilities are currently operating at approximately 70%66% of capacity based on their current shifts and staffing. We believe we have sufficient scalable capacity that with minimal capital investments and a balance of outsourcing we can significantly growsupport strong sales while maintaininggrowth whilemaintaining control over cost, quality and service to our customers.

 

Independent retailers operated 148 design centers at June 30, 2013 compared with 151 at June 30, 2012. Our international net sales to independent retailers were 5.1% of our consolidated net sales for the year ended June 30, 2013 compared with 6.6% the previous year. Most of this decrease came from lower shipments to our independent retailer in China who reduced its inventory and number of design centers (68 at June 30, 2013 compared to 70 at June 30, 2012).


Business Results:


Our revenues are comprised of (i) wholesale sales to independently operated and Company operated retail design centers and (ii) retail sales of Company operated design centers. See Note 15 to our Consolidated Financial Statements for the year ended June 30, 20132016 included under Item 8 of this Annual Report.Report
.

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

  

Fiscal Year Ended June 30,

 
  

2013

  

2012

  

2011

 

Revenue:

            

Wholesale segment

 $434.4  $456.9  $422.9 

Retail segment

  578.3   559.4   505.9 

Elimination of inter-segment sales

  (283.6)  (286.9)  (249.8)

Consolidated revenue

 $729.1  $729.4  $679.0 
             

Operating income (loss):

            

Wholesale segment

 $50.8  $64.4  $49.9 

Retail segment

  8.0   (11.5)  (15.4)

Adjustment for inter-company profit (1)

  1.6   (3.2)  (2.6)

Consolidated operating income

 $60.4  $49.7  $31.9 

(1)

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


Fiscal 20132016 Compared to Fiscal 20122015

 

Consolidated revenue for the fiscal year ended June 30, 20132016 was $729.1$794.2 million compared to $729.4$754.6 million infor fiscal 2012.2015. There was year-over-year sales growth in the retail segment in both net sales and written orders, which were offset by declines in our wholesale segment.The decreases in the wholesale segment were partly due to lower international shipments and higher display product sales in the prior year.retail segments.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Wholesale revenue for fiscal 2013 decreased2016 increased by $22.5$22.1 million, or 4.9%4.7%, to $434.4$491.5 million from $456.9$469.4 million in the prior fiscal year. The year-over-year decreaseincrease was primarily attributable to increased sales to our Company operated design centers and domestic independent retailers, partly offset by a reductiondecrease to our international independent design centers, primarily in the incoming order rate for the second and third quarters of fiscal 2013. Orders in the fourth quarter of fiscal 2013 increased over the same prior year period. We believe this decrease in year-over-year sales and orders is due primarily to (i) lower shipments of prototype products, (ii) lower international shipments, and (iii) a slight decrease in the number of totalChina. There were 296 design centers globally in the current year. The numberas of total design centers globally decreased to 295 at June 30, 20132016, a decrease by three from 298 at June 30, 2012. The2015. There was a net decrease of two independently operated retail network decreased by threelocations, which included a decrease of eight legacy locations in the U.S., bringing the total U.S. independent total to 50, and a net design centersincrease of eight new locations in China, bringing the China total to 148 at83.Our international net sales to independent retailers was 5.4% of our consolidated net sales for the fiscal year ended June 30, 2013 including a net decrease of 2 locations2016 compared to 68 in China. While7.5% the count of Ethan Allen operated design centers was 147 at both June 30 of 2013 and 2012, we opened seven design centers (three of which were relocations), acquired two from independent retailers, closed four design centers, and sold two to an independent retailer.previous fiscal year.

 

Retail revenue from Ethan Allen operated design centers for the twelve months ended June 30, 20132016 increased by $18.9$46.8 million, or 3.4%8.1%, to $578.3$626.5 million from $559.4$579.7 million for the twelve months ended June 30, 2012.We believe the increase in retail sales by Ethan Allen operated design centers is due to (i) our new product introductions, promotional marketing campaigns, and the design solutions approach of our interior design professionals, (ii) continued use of both our national television and direct mail media campaigns, (iii) our digital communications to prospective clients, and (iv) the positive effects of continuously repositioning our retail network. These factors were partly offset by a decrease in clearance sale2015. Comparable store revenue by our US retail division. We ended both the current and prior fiscal years with 147 Ethan Allen operated design centers.increased 8.5%. Year-over-year, written business of Ethan Allenorders for the Company operated design centers increased 1.1%1.7% and comparable design centers written businessorders increased 1.0%1.8%. A higher increase in net sales relative to written orders is reflected in the 13.1% decrease in ending backlog at June 30 2016.

 


Gross profit for fiscal 20132016 increased to $398.3$442.2 million from $390.3$411.2 million in fiscal 2012.2015. The $8.1$31.1 million increase in gross profit was primarily attributable to (i) the increaseincreases in both our retail and wholesale segment net sales, of 3.4% or $18.9 million (ii)as well as a stronger sell through of retail inventory, releasing profit contained in the retail segment inventory, and (iii) the higher mix of retail net sales to consolidated net sales in the current year (79.3%)fiscal 2016 of 78.9% compared to the 76.8% in the prior year period (76.7%). These positive factors were partly offset by a decline in wholesale gross profit driven primarily by 4.9% or $22.5 million lower wholesale net sales. Our consolidated gross margin increased to 54.6% for fiscal 2013 from 53.5% in fiscal 2012 as a result, primarily, of the factors noted above.year.

 

Operating expenses decreased $2.7 increased $7.8 million or 0.8%2.3% to $337.9$353.1 million or 46.3%44.5% of net sales in fiscal 20132016 from $340.6$345.2 million or 46.7%45.7% of net sales in fiscal 2012.2015. The decreaseincrease in currentfiscal year 2016 expenses in absolute dollars is primarily due to operating efficienciesincreased variable costs associated with our increased sales in our retail segment and general cost controls partly offset by (i) losses onboth business segments. As a percentage of net sales, expenses decreased during fiscal 2016 as compared to fiscal 2015 primarily due to gains associated with the saledisposal of vacant real estate (ii) costs of operating our plants in Mexico and Honduras, and (iii) costs of international expansion into Montreal and Belgium during fiscal 2013.2016 compared to expenses in the prior fiscal year.

 

Operating income for the fiscal year ended June 30, 20132016 totaled $60.4$89.2 million, or 8.3%11.2% of net sales, compared to $49.7$65.9 million, or 6.8%8.7% of net sales, in the prior year.Wholesalefiscal year.Wholesale operating income for fiscal 20132016 totaled $50.8$74.4 million, or 11.7%15.1% of net sales, as compared to $64.4$67.0 million, or 14.1%14.3% of net sales, in the prior year.Retail operating income was $8.0$16.5 million, or 1.4%2.6% of sales, for fiscal 2013,2016, compared to a loss of $11.5$1.7 million, or a negative 2.1%0.3% of sales, for fiscal 2012,2015, an improvementincrease of $19.5$14.7 million. The improvementincrease in consolidated operating income was primarily attributable (i) to an increase inincreased net sales, volume and operating efficiencies achieved in our retail segment, (ii) through greater sell throughthe net impact of retail segment inventory compared to the prior yearreal estate dispositions on both fiscal years as shown in the table above, partly offset by reduced volume in our wholesale segment.previously discussed.

 

Interest and other income, net was $0.4 million in fiscal 2016 compared to an expense of $1.5$3.3 million in fiscal 2013 compared to income of $0.6 million in2015. The prior fiscal 2012. The $2.0 million decrease was primarily due to theyearincluded a loss incurred on the repurchaseearly extinguishment of $24 million of theour Senior Notes duringin the fourth quarter ended March 31, 2015 of $3.7 million, which consisted of a $3.5 million “make whole” payment, and the current fiscal year.write-off of unamortized balances of original issue discount, deferred financing fees and derivative instruments.

 

Interest and other related financing costs decreased $0.2$4.3 million to $8.8$1.6 million from $9.0$5.9 million in the prior fiscal year. The decrease is primarily due to lower interest expense throughout fiscal 2016 due toearly extinguishment of our Senior Notes in the quarter ended March 31, 2015, as well as further debt outstanding. Interest savings on therepayments during fiscal 2013 Senior Note repurchases will be realized beginning in fiscal 2014.2016.

 

Income tax expense was an expense of $17.7$31.3 million for fiscal 2013 as compared to a benefit of $8.52016 and $19.5 million for fiscal 2012.2015. Our effective tax rate for fiscal 20132016 was 35.3%35.6% compared to a negative 20.5%34.5% in fiscal 2012. The current year2015.The effective tax rate for both fiscal years primarily includes tax expense on that fiscal year’s net income, and tax and interest expense on uncertain tax positions, and the recording of additional uncertain tax positions, partially offset by the reversal and recognition of previously unrecognized tax benefits and the impact of maintaining certain valuation allowances. The prior period effective tax rate includes the benefit from the reversal of certain valuation allowances on deferred tax assets established in fiscal 2010, and the recognition of certain previously unrecognized tax benefits, partly offset by tax expense on the prior year’s net income, recording additional uncertain tax positions and interest expense onsome uncertain tax positions.

 

Net income for fiscal 20132016 was $32.5$56.6 million as compared to $49.7$37.1 million in fiscal 2012.2015. Net income per diluted share totaled $1.11$2.00 in the current yearfiscal 2016 compared to $1.71$1.27 per diluted share in the prior fiscal year.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Fiscal 20122015 Compared to Fiscal 20112014

 

Consolidated revenue for the fiscal year ended June 30, 20122015 was $754.6 million compared to $746.7 million for fiscal 2014. There was year-over-year sales growth in the wholesale segment and a slight decline in the retail segment.The increase in the wholesale segment in fiscal 2015 was primarily due to higher shipments internationally and to our retail segment.

Wholesale revenue for fiscal 2015 increased by $50.4$15.8 million, or 7.4%3.5%, to $729.4$469.4 million from $679.0$453.6 million in fiscal 2011. There was year-over-year growth in both the wholesale and retail segments, in both net sales, and written orders.We believe this growth is due to (i) continued new and innovative marketing initiatives including promotional pricing and our interactive web site Ethanallen.com, (ii) the positive effects of our national television and direct mail media campaigns, (iii) an increase in the number of our highly skilled interior designers and other retail associates, (iv) significant new product introductions during the year, and (v) our continued repositioning of the retail network.

Wholesale revenue for fiscal 2012 increased by $34.0 million, or 8.0%, to $456.9 million from $422.9 million in the prior year.2014. The year-over-year increase was primarily attributable to a 14.9% increase in the incoming order rate for the first half of fiscal 2012, as we beganincreased sales to see a gradual though inconsistent improvement in consumer spending.both our Company operated design centers and independent retailers worldwide. Orders similarly increased 7.7% during the second half of fiscal 2012 decreased 5.6%, compared to a very strong same prior year period, but were up 6.1% over the first half of fiscal 2012. For the full year, orders increased 3.3% in fiscal 2012 compared to fiscal 2011. We believe this improvement in year-over-year sales and orders is due to our promotional activities, significant new product offerings, our ability to increase production through operating efficiencies, staffing increases, and an increase in theperiod. The number of total design centers globally to 298 atas of June 30, 20122015 was 299, which increased by four from 286 at June 30, 2011.2014. The independently operated retail network, grewnet of relocations, increased by twelve netthree design centers to 151155 at June 30, 20122015 including a net increase of 17five locations to 7075 in China. WhileChina.Our international net sales to independent retailers was 7.5% of our consolidated net sales for the count of Ethan Allen operated design centers was 147 atfiscal year ended June 30, of 2012 and 2011, we opened two new locations, relocated two others, closed five and acquired three design centers during fiscal 2012.2015 compared to 6.5% the for the year ended June 30, 2014.

 

Retail revenue from Ethan Allen operated design centers for the twelve months ended June 30, 2012 increased2015 decreased by $53.5$1.0 million, or 10.6%0.2%, to $559.4$579.7 million from $505.9$580.7 million for the twelve months ended June 30, 2011.We believe the increase in retail sales by Ethan Allen operated design centers is due to our promotional marketing campaigns and the design solutions approach of our interior design professionals, continued use of both our national television and direct mail media, our digital communications to prospective clients, the positive effects of repositioning the retail network, and an increase in the number of highly skilled interior designers, retail management, and other retail associates. We ended both the current and prior fiscal years with 147 Ethan Allen operated design centers as noted above.

Comparable design centers are those which have been operating for at least 15 months. Minimal net sales, derived from the delivery of customer ordered product, are generated during the first three months of operations of newly opened (including relocated) design centers. Design centers acquired by us from independent retailers are included in comparable design center sales in their 13th full month of Ethan Allen-owned operations.2014. Year-over-year, written business of Ethan Allenorders for the Company operated design centers increased 8.9%3.9% and comparable design centers written business increased 6.4%.4.4% Net sales were impacted by the increased level of clearance sales during fiscal 2015 as compared to fiscal 2014. The frequency of our promotional events as well as the timingstrengthening of the endU.S. dollar to the Canadian dollar and euro resulted in an average decrease in sales of those events can impact0.5% due to the seven to eight design centers we operated in Canada and Europe throughout the fiscal year. The increase in written orders booked during a given period.is reflected in the 18.6% increase in ending backlog at June 30 2015.

 

Each year we make considerable investments to strengthen the level of service, professionalism, interior design competence, efficiency, and effectiveness of the retail design center personnel. We believe that over time, we will continue to benefit from (i) our repositioning of the retail network, (ii) new product introductions, (iii) new marketing promotions, and our interior design affiliate (IDA) program, (iv) continued use of technology coupled with personal service from our design professionals and our touch screen displays, and (v) ongoing use of targeted advertising media.

Gross profit for fiscal 20122015 increased to $390.3$411.2 million from $349.5$406.5 million in fiscal 2011.2014. The $40.8$4.7 million increase in gross profit was primarily attributable to (i) an overall increase in net sales of 7.4%, with increases in both segments, (ii) improved operating efficiencies, (iii) improved product mix within theour wholesale segment of both manufacturing efficiency and (iv) the highernet sales. This was partly offset by a lower mix of retail net sales to consolidated net sales in the current year (76.7%)fiscal 2015 of 76.8% compared to the prior year period (74.5%). With77.8% in fiscal 2014, and a net increase in cost of goods sold due to the elimination of intercompany profit in ending inventory.

Operating expenses increased $8.4 million or 2.5% to $345.2 million or 45.7% of net sales in fiscal 2015 from $336.9 million or 45.1% of net sales in fiscal 2014. The increase in fiscal 2015 expenses is primarily due to costs associated with strengthening our additional manufacturing capacitymanagement team in Mexicothe retail segment, increased maintenance and Honduras we operated at approximately 75% of capacityrepair costs and depreciation expense associated with our retail design center refurbishing efforts undertaken during fiscal 20122015 and increased expense associated with the disposal of real estate, due to our continual repositioning of the retail network.

Operating income for the fiscal year ended June 30, 2015 totaled $65.9 million, or 8.7% of net sales, compared to 80%$69.6 million, or 9.3% of net sales, in fiscal 2011. The consolidated gross margin increased to 53.5%2014.Wholesale operating income for fiscal 2012 from 51.5%2015 totaled $67.0 million, or 14.3% of net sales, as compared to $57.8 million, or 12.7% of net sales, in fiscal 20112014. Retail operating income was $1.7 million, or 0.3% of sales, for fiscal 2015, compared to $10.5 million, or 1.8% of sales, for fiscal 2014, a decrease of $8.8 million. The reduction in consolidated operating income was primarily attributable to increased operating expenses in our retail segment and increased clearance sales as previously discussed, and an increase in the intercompany profit in ending inventory, partly offset by increases in our wholesale segment due to efficiency and volume.

Interest and other income, net was an expense of $3.3 million in fiscal 2015 compared to income of $0.3 million in fiscal 2014. Fiscal 2015included a result, primarily,loss on the early extinguishment of our Senior Notes in the factors set forth above.quarter ended March 31, 2015 of $3.7 million, which consisted of a $3.5 million “make whole” payment, and the write-off of unamortized balances of original issue discount, deferred financing fees and derivative instruments.

 

 

 

Operating expenses increased $23.1 million, or 7.3%, to $340.6 million, or 46.7% of net sales, in fiscal 2012 from $317.5 million, or 46.8% of net sales, in fiscal 2011. The increase in current year expenses is primarily due to (i) the increase in sales which primarily affected commissions and delivery and warehousing costs, (ii) increased compensation and benefit costs primarily from increased investments in retail management, designers and other associates, (iii) increased costs associated with our significant new product introductions in the current fiscal year, (iv) a loss on the sale of real estate in our retail segment during the second quarter of fiscal 2012, (v) an increase in our IT costs due to investments in technology across the business in fiscal 2012, and (vi) higher advertising costs.ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Operating income for the year ended June 30, 2012 totaled $49.7 million, or 6.8% of net sales, compared to $31.9 million, or 4.7% of net sales, in the prior year.Wholesale operating income for fiscal 2012 totaled $64.4 million, or 14.1% of net sales, as compared to $49.9 million, or 11.8% of net sales, in the prior year.Retail operating loss was $11.5 million, or 2.1% of sales, for fiscal 2012, compared to a loss of $15.4 million, or 3.0% of sales, for fiscal 2011, an improvement of $3.8 million. Improvements in operating income in both segments was primarily attributable to an increase in sales volume, but also arose from continuing operating efficiencies achieved.

Interest and other income, net totaled $0.6 million in fiscal 2012 as compared to $5.6 million in fiscal 2011. The $5.0 million decrease was mostly due to a decrease in miscellaneous non-operating fees during the current fiscal year and the recording in fiscal 2011 of a $1.5 million out of period adjustment benefiting the prior fiscal year, related to non-operating income in prior years.

Interest and other related financing costs decreased $2.1$1.6 million to $9.0$5.9 million from $11.1$7.5 million in the prior year.fiscal 2014. The decrease is primarily due to lower interest expense throughout fiscal 2015, from lower debt due to the decreaseSenior Note repurchases during fiscal 2014 and the early extinguishment of our Senior Notes in the principal amount of our senior unsecured debt outstanding as a result of our repurchases of an aggregate of $12.0 million of that debt during fiscal 2012, which followed fiscal 2011 aggregate repurchases of $34.6 million.quarter ended March 31, 2015.

 

Income tax expense was a benefit of $8.5$19.5 million for both fiscal 2012 as compared to a benefit of $2.9 million for2015 and fiscal 2011.2014. Our effective tax rate for fiscal 20122015 was a negative 20.5%34.5% compared to a negative 10.9%31.2% in fiscal 2011.2014. The Fiscal 2012fiscal 2015 effective tax rate includes the benefit from the reversal of valuation allowance,tax expense on income, and the recognition of certain previously unrecognized tax benefits, partly offset by tax expense on the current year’s net income, recording additional uncertain tax positions and interest expense on additional uncertain tax positions. The fiscal 2014 effective tax rate includes tax expense on income, the benefit from the reversal of valuation allowances against certain deferred tax assets in the retail segment, and the recognition of certain previously unrecognized tax benefits, partially offset by tax and interest expense on additional uncertain tax positions.

 

The effective tax rateNet income for fiscal 20112015 was impacted by a tax benefit from the reduction in valuation allowance due to a decrease in deferred tax assets which were subject to a full valuation allowance. The rate was also impacted by a net tax benefit from the expiration of the statute of limitations causing certain unrecognized tax benefits to be recognized, partly offset by new tax issues that were identified in the year.

Net income for fiscal 2012 was $49.7$37.1 million as compared to $29.3$42.9 million in fiscal 2011.2014. Net income per diluted share totaled $1.71$1.27 in the current yearfiscal 2015 compared to $1.01$1.47 per diluted share in the prior year.fiscal 2014.

 

Liquidity and Capital Resources

 

As ofAt June 30, 2013,2016, we held unrestricted cash and equivalents of $52.7 million and restricted cash and investments of $7.8 million. At June 30, 2015, we held unrestricted cash and cash equivalents of $72.6$76.2 million, and marketable securities of $15.5$2.2 million, and restricted cash and investments of $8.0 million. We also held $15.4 million inDuring fiscal 2016 we used cash equivalents in restricted accounts in lieuto pay down a portion of letters of credit to minimize interest expense.our debt and for common share repurchases. Our principal sources of liquidity include cash and cash equivalents, marketable securities, cash flow from operations, and borrowing capacityamounts available under our revolving credit facility, and other borrowings.

 

In September 2005, we issued $200 million in ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes"). The Company hasentered into a five year, $150 million senior secured asset-based, revolving credit and term loan facility on October 21, 2014, as amended (the “Facility”). The Facility, which expires on October 21, 2019, provides revolving credit financinga term loan of up to $50$35 million and a revolving credit line of up to $115 million, subject to borrowing base availability,availability. During March 2015, we utilized $35 million of the term loan and includes a right for$40 million of the Companyrevolving credit line, along with our available cash to increasefully redeem our Senior Notes. We incurred financing costs of $1.5 million under the total facility to $100 million either with existing or additional lenders subject to certain conditions. The Facility, expires March 25, 2016, or June 26, 2015 ifwhich are being amortized by the Company’s Senior Notes (as defined below) have not been refinanced. interest method, over the remaining life of the Facility.

At the Company’s option, revolving loans under the Facility bear interest, based on the average availability, at an annual rate of either:either (a) the London Interbank Offered rate (“LIBOR”) plus 1.5% to 1.75%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.5% to 0.75%. At June 30, 2016 the annual interest rate in effect on the revolving loan was 2.0%.

 


(a)

London Interbank Offered rate (“LIBOR”) plus 2.0% to 2.5%, based on the average availability, or

(b)

The higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus, in each case, an additional 1.0% to 1.5%, based on average availability.

At the Company’s option, term loans under the Facility bear interest, based on the Company’s rent adjusted leverage ratio, at an annual rate of either (a) LIBOR plus 1.75% to 2.25%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.75% to 1.25%. At June 30, 2016 the annual interest rate in effect on the term loan was 2.25%.

 

The CompanypaysCompany pays a commitment fee of 0.15% to 0.25% per annum on the unused portion of the Facility, and participation fees on issued letters of credit at an annual rate of 1.0%1.5% to 2.5%,1.75% based on the average availability and the letter of credit type. If the average monthly availability is less than the greater of (i) 12.5% of the aggregate commitment and (ii) $6.3 million, the Company’s fixed charge coverage ratio may not be less than 1 to 1 for any period of four consecutive fiscal quarters.availability. Certain payments are restricted if the availability ofunder the collateral supporting the facilityrevolving credit line falls below $10 million or 20% of the facility size.total revolving credit line, and the Company is subject to pro forma compliance with the fixed charge coverage ratio if applicable.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

  

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

The Company must maintain a minimum fixed charge coverage ratio of 1.1 to 1.0 at all times. If the outstanding term loans are less than $17.5 million and the fixed charge coverage ratio equals or exceeds 1.25 to 1.0, the fixed charge coverage ratio ceases to apply and thereafter is only triggered if average monthly availability is less than 15% of the amount of the revolving credit line.During November 2015, we made a $16.5 million prepayment on the term loan, bringing the outstanding term loan to $17.3 million, and the fixed charge coverage ratio ceased to apply.Our subsequent average availability exceeded 65%, such that the fixed charge coverage ratio did not apply.

The Company intends to use the Facility for working capital and general corporate purposes, including dividend payments and share repurchases, in addition to the refinancing of our Senior Notes which occurred in March 2015. At both June 30, 2013, we had no revolving loans2016 and $0.6June 30, 2015, there was $0.2 million of standby and trade letters of credit outstanding under the Facility. RemainingTotal availability under the facility totaled $49.4Facility was $89.8 million subjectat June 30, 2016 and $74.8 million at June 30, 2015. The increase in availability was due to limitations set forth in$15.0 million payments we made on the agreement and as a result, the coverage charge ratio, and other restricted payment limitations did not apply.revolving loan during fiscal 2016.

 

In September 2005, we issued $200.0 million in ten-year senior unsecured notes due 2015 (the "Senior Notes"). The Senior Notes were issued by Global, bearing an annual coupon rate of 5.375% with interest payable semi-annually in arrears on April 1 and October 1. We used the net proceeds of $198.4 million to improve our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes. In fiscal years 2011 through 2013, the Company repurchased an aggregate $70.6 million of the Senior Notes in several unsolicited transactions, including $24 million repurchased during the fourth quarter of fiscal 2013.

As ofAt both June 30, 2013,2016 and June 30, 2015, we arewere in compliance with all covenants of the FacilitySenior Notes and our Senior Notes.the credit facilities.

 

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

 

  

Fiscal Years Ended June 30,

 
  

2016

  

2015

  

2014

 

Cash provided by (used in) operating activities

            

Net income plus depreciation and amortization

 $76.0  $56.3  $60.9 

Working capital items

  (19.3)  (15.2)  (2.1)

Other operating activities

  1.7   14.0   1.1 

Total provided by operating activities

 $58.4  $55.1  $59.9 
             

Cash provided by (used in) investing activities

            

Capital expenditures & acquisitions

 $(23.1) $(21.8) $(19.3)

Net sales (purchases) of marketable securities

  2.2   15.4   (3.4)

Other investing activities

  8.4   9.8   10.6 

Total provided (used) in investing activities

 $(12.5) $3.4  $(12.1)
             

Cash provided by (used in) financing activities

            

Payments of long-term debt and capital lease obligations

 $(34.8) $(133.7) $(0.5)

Borrowings from revolving credit and term loan facilities

 $-  $75.0  $- 

Purchases and retirements of company stock

  (19.3)  (17.6)  - 

Payment of cash dividends

  (16.6)  (13.3)  (11.3)

Other financing activities

  1.6   (1.4)  0.5 

Total used in financing activities

 $(69.1) $(91.0) $(11.3)

 

  

  

Fiscal Year Ended June 30,

 
  

2013

  

2012

  

2011

 

Operating Activities

            

Net income plus depreciation and amortization

 $50.5  $68.3  $50.1 

Working capital items

  2.4   (13.2)  11.9 

Other operating activities

  8.4   (17.4)  1.2 

Total provided by operating activities

 $61.3  $37.7  $63.2 
             

Investing Activities

            

Capital expenditures & acquisitions

 $(19.8) $(23.4) $(12.1)

Net sales (purchases) of marketable securities

  (7.1)  3.6   (2.1)

Other investing activities

  5.3   3.6   4.6 

Total used in investing activities

 $(21.6) $(16.2) $(9.6)
             

Financing Activities

            

Payments of long-term debt and capital lease obligations

 $(26.1) $(12.2) $(37.9)

Purchases and retirements of company stock

  -   (1.3)  (5.4)

Payment of cash dividends

  (22.2)  (8.1)  (5.8)

Other financing activities

  1.7   0.7   - 

Total used in financing activities

 $(46.6) $(20.9) $(49.1)
ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Cash Provided By (Used in) Operating Activities

In fiscal 2013,2016 cash of $61.3$58.4 million was generatedprovided by operating activities, an increase of $23.6$3.3 million overfrom $55.1 million in the prior year comparable period. This was largely due to an increase in net income in fiscal 2012.2016. This increase was driven by a $31.1 million change in cash flow generated from changes in inventory plus $8.9 million higher income before income taxes partly offset by unfavorable changesnet decreases in cash flow generated from changes in customer depositsother operating activities of $9.3 million, accounts payable $4.7$12.3 million and netcash used for working capital in the ordinary course of business of $4.1 million (defined below). Net income plus depreciation and amortization in the prior fiscal year includes a $3.7 million expense for the early redemption of our Senior Notes. Of this amount, $3.5 million is offset as a positive in other operating activities, as this is considered a financing activity and not an operating activity. Other operating activities changed primarily due to net gains on the sale of real estate in the current year compared to net losses in the prior year. These are deducted from net income to arrive at cash from operating activities. Working capital items consist of $2.4 million.current assets (accounts receivable, inventories, prepaid and other current assets) less current liabilities (customer deposits, payables, and accrued expenses and other current liabilities).

 

Cash Provided By (Used in) Investing Activities

In fiscal 2013, $21.62016, cash of $12.5 million of cash was used in investing activities, which is $5.4 million morean increase in cash used thanof $16.0 million from $3.4 million which was provided by during the prior year comparable period. More cash was used during fiscal 2016 primarily due to decreases in fiscal 2012. This was due primarily to a $10.7 million increase in purchasesnet sales of marketable securities partly offset by lowerin the current fiscal year. There were also less proceeds from the sale of real estate in fiscal 2016 than in the prior fiscal year, although the gains on sale were greater in fiscal 2016 than in the prior fiscal year, and increased current fiscal year capital spending and acquisitions and higher net cash from other investing activities.expenditures. We anticipate that cash from operations will be sufficient to fund future capital expenditures, business conditions permitting.expenditures.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Cash Provided By (Used in) Financing Activities

 

Financing Activities

In fiscal 2013, $46.62016, $69.1 million was used in financing activities, which is $25.7a decrease of $21.8 million more cash than usedfrom $91.0 million in financing activities in fiscal 2012.the prior year comparable period. This was driven primarily by $14.1 million more paid in dividends in fiscal 2013 and $12.0 million moredue to the early redemption of our Senior Notes repurchased duringin March 2015. The Senior Notes had a face value of $129.4 million, which we redeemed by paying $54.4 million with available cash, and $75 million with borrowings under the currentFacility. We also paid a $3.5 million prepayment premium to bondholders as stipulated in the original bond indenture. During fiscal year. The increase2016 we made a $16.5 million prepayment on the term loan, a $15 million payment on our revolver, $3.3 million in scheduled payments on debt and capital leases, and utilized $19.3 million to repurchase 697,799 shares at a weighted average cost of $27.72 per share. At June 30, 2016 we have remaining Board authorization to repurchase 1.8 million shares.Cash dividends were due to (i) a special dividend of $0.41paid per share increased from $0.10 to $0.12 in December 2012October 2014, $0.14 in July 2015, and (ii)$0.17 in April 2016, resulting in an increase in the regular quarterly dividend from $.07 per share to $.09 per share from July 2012 forward.payments during fiscal 2016 of 24.7%. We expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.

 

As ofOur total debt obligations at June 30, 2013, our outstanding debt totaled $131.3 million, the current and long-term portions of which amounted to less than $0.5 million and $130.8 million, respectively. The aggregate scheduled maturities of long-term debt for each2016 consist of the next five fiscal years are $0.5 million in each of fiscal 2014 and 2015, $129.7 million in fiscal 2016, $0.5 million in fiscal 2017, and $0.1 million in fiscal 2018 and thereafter.following (in millions):

Revolving Credit Facility due 10/21/2019

 $25.0 

Term Loan due 10/21/2019

 $16.2 

Capital leases

 $1.5 

Unamortized debt issuance costs

 $(0.9)

Total debt

 $41.8 

Less current maturities

 $3.0 

Total long-term

 $38.8 

 

The following table summarizes, as of June 30, 2013,2016, the timing of cash payments related to our outstanding contractual obligations (in thousands)millions):

 


      

Less

          

More

 
      

than 1

  1-3  4-5  

than 5

 
  

Total

  

Year

  

Years

  

Years

  

Years

 

Long-term debt obligations:

                    

Debt maturities

 $41.8  $3.0  $4.7  $34.1  $- 

Contractual interest

  2.7   0.9   1.6   0.2   - 

Operating lease obligations

  215.4   33.9   60.7   46.5   74.3 

Letters of credit

  0.2   0.2   -   -   - 

Purchase obligations (1)

  -   -   -   -   - 

Other long-term liabilities

  0.2   -   -   0.0   0.2 

Total contractual obligations

 $260.3  $37.9  $67.0  $80.9  $74.5 

 

  

Total

  

Less

than 1

Year

  

1-3

Years

  

4-5

Years

  

More

than 5

Years

 

Long-term debt obligations:

                    

Debt maturities

 $131,289  $480  $130,176  $633  $- 

Contractual interest

  15,847   7,036   8,792   19   - 

Operating lease obligations

  202,531   30,485   51,936   40,311   79,799 

Letters of credit

  586   586   -   -   - 

Purchase obligations (1)

  -   -   -   -   - 

Other long-term liabilities

  230   2   5   45   178 

Total contractual obligations

 $350,483  $38,589  $190,909  $41,008  $79,977 

(1) For purposes of this table, purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. While we are not a party to any significant long-term supply contracts or purchase commitments, we do, in the normal course of business, regularly initiate purchase orders for the procurement of (i) selected finished goods sourced from third-party suppliers, (ii) lumber, fabric, leather and other raw materials used in production, and (iii) certain outsourced services. All purchase orders are based on current needs and are fulfilled by suppliers within short time periods. At June 30, 2013,2016, our open purchase orders with respect to such goods and services totaled approximately $34$31 million.

 

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We believe that our cash flow from operations, together with our other available sources of liquidity, will be adequate to make all required payments of principal and interest on our debt, to permit anticipated capital expenditures, and to fund working capital and other cash requirements. As of June 30, 2013,2016, we had working capital of $127.6$124.9 million compared to $130.0 million at June 30, 2015, a decrease of $5.2 million and a current ratio of 1.962.0 to 1.1 at June 30, 2016 and 1.9 to 1 at June 30, 2015. In addition to using available cash to fund changes in working capital, necessary capital expenditures, acquisition activity, the repayment of debt, and the payment of dividends, the Company has been authorized by our Boardboard of Directorsdirectors to repurchase our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us.

 

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

 

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

 

We may, from time to time in the ordinary course of business, provide guarantees on behalf of selected affiliated entities or become contractually obligated to perform in accordance with the terms and conditions of certain business agreements. The nature and extent of these guarantees and obligations may vary based on our underlying relationship with the benefiting party and the business purpose for which the guarantee or obligation is being provided. The only such program in place at both June 30, 20132016 and June 30, 2015 was for our consumer credit program.program described below.

 

Ethan Allen Consumer Credit Program

The terms and conditions of our consumer credit program, which is financed and administered by a third-party financial institution on a non-recourse basis to Ethan Allen, are set forth in an agreement between the Company and that financial service provider (the “Program Agreement”). which was last amended effective January 2014. Any independent retailer choosing to participate in the consumer credit program is required to enter into a separate agreement with that same third-party financial institution which sets forth the terms and conditions under which the retailer is to perform in connection with its offering of consumer credit to its customers (the “Retailer Agreement”). We have obligated ourselves on behalf of any independent retailer choosing to participate in our consumer credit program by agreeing, in the event of default, breach, or failure of the independent retailer to perform under such Retailer Agreement, to take on certain responsibilities of the independent retailer, including, but not limited to, delivery of goods and reimbursement of customer deposits. Customer receivables originated by independent retailers remain non-recourse to Ethan Allen. Our obligation remains in effect for the term of theThe Program Agreement that expires inwill terminate on July 2014. We expect to renew or replace the current program with31, 2019, but includes a similar program during fiscal 2014.provision for automatic one-year renewals unless either party gives notice of termination. While the maximum potential amount of future payments (undiscounted) that we could be required to make under this obligation is indeterminable, recourse provisions exist that would enable us to recover, from the independent retailer, any amount paid or incurred by us related to our performance. Based on the underlying creditworthiness of our independent retailers, including their historical ability to satisfactorily perform in connection with the terms of our consumer credit program, we believe this obligation will expire without requiring funding by us. To ensure funding for delivery of products sold, the terms of this agreementthe Program Agreement also contain a right for the credit card issuerfinancial services provider to demand from the Company collateral at a variable rate based on the volume of up to $12 millionprogram sales if the Company does not meet certain covenants. As ofAt June 30 2013,of 2016 and 2015, no collateral was required under the Company had established a restricted cash and investment collateral account of $6 million to satisfy the current requirement under this demand.Program Agreement.

 

 

 

Product WarrantiesETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Product Warranties

Our products, including our case goods, upholstery and home accents, generally carry explicit product warranties that extend from three to seven years and are provided based on terms that are generally accepted in the industry. All of our domestic independent retailers are required to enter into, and perform in accordance with the terms and conditions of, a warranty service agreement. We record provisions for estimated warranty and other related costs at time of sale based on historical warranty loss experience and make periodic adjustments to those provisions to reflect actual experience. On rare occasion, certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. In certain cases, a material warranty issue may arise which is beyond the scope of our historical experience. We provide for such warranty issues as they become known and are deemed to be both probable and estimable. It is reasonably possible that, from time to time, additional warranty and other related claims could arise from disputes or other matters beyond the scope of our historical experience. As of June 30, 2013,2016 and 2015, the Company’s product warranty liability totaled $0.8 million.$1.2 million and $1.0 million, respectively.

 

Impact of Inflation

 

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

 

Business Outlook

 

We continue to strengthen our vertically integrated structure from concept of idea, to engineering, to manufacturing, to retail and logistics. On the manufacturing side, our objective is to maintain strong manufacturing capabilities in North America, which we believe is a long-term competitive advantage that will allow us to advance our objectives of maintaining short order times, exceptional quality and improving capacity to ship custom made to order items more quickly, which in turn will allow us to grow our business. In September 2015, the Company announced the planned doubling of its upholstery manufacturing facility in Mexico. The home furnishings industry remainsexpansion has begun and is expected to be completed within the next two years.

Beginning in fiscal 2014, we have been undergoing a slow recovery period followingmajor transformation of our product offerings, which is intended to refresh over 70% of our products with the ’Great Recession’. Many macroeconomic factorscompletion of the most current phase during the summer through fall of 2016. We believe that we are well positioned to leverage all the actions we have improved including unemployment, consumer confidence, and housing related market indicators in the U.S. However, the U.S. home furnishings industry remains highly competitive and promotional. We remain cautiously optimistic about our performance due to the many strong programs already in place and others we currently plan to introduce in the coming months.taken.

 

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

 


We therefore remain cautiously optimistic about our performance due to the many strong programs already in place and others we currently plan to introduce in the coming months. Our retail strategy involves (i) a continued focus on providing new product introductions, a wide array of product solutions, and superior interior design solutions through our large staff of interior design professionals, (ii) continuing strong advertising and marketing campaigns to get our message across and to continue to broadenbroadening our customer base, (iii) the opening of new or relocated design centers in more prominent locations, whileand encouraging independent retailers to do the same, (iv) leveraging the use of technology and personal service within our retail network and online through www.ethanallen.com, and (v) further expansion internationally. We believe this strategy provides an opportunity to grow our business.

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Where You Can Find Other Information

Our website iswww.ethanallen.com. Information contained on our website is not part of this Annual Report on Form 10-K. Information that we furnish or file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to, or exhibits included in, these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available on the SEC’s website at www.sec.gov. You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

 

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02,“Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires items reclassified in their entirety to net income from accumulated other comprehensive income in the same reporting period to be reported separately from other amounts in other comprehensive income, either on the face of the financial statements or in the notes to the financial statements. We adopted this ASU in the fourth quarter of fiscal 2013 and it had no material impact on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

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

 

For floating-rate obligations, interest rate changes do not affect the fair value of the underlying financial instrument but would impact future earnings and cash flows, assuming other factors are held constant. Conversely, for fixed-rate obligations, interest rate changes affect the fair value of the underlying financial instrument but would not impact earnings or cash flows. At June 30, 2013,2016, we had no$41.2 million of floating-rate debt obligations outstanding. Asoutstanding under our Facility. We currently do not engage in any interest rate hedging activity and we have no intention of that same date, our fixed-rate debt obligations primarily consisteddoing so in the foreseeable future. Based on the average interest rate of the Senior Notes issued on September 27, 2005. The estimated fair value ofloans under the Senior Notes as ofFacility during the quarter ended June 30, 2013 was $133.9 million as compared2016, and to the extent that borrowings were outstanding, a carrying value10% change in the interest rate would not have a material effect on our consolidated results of $129.2 million.operations and financial condition.

 

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

 

Item 8. Financial Statements and Supplementary Data

 

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

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders

Ethan Allen Interiors Inc.:

 

We have audited the accompanying consolidated balance sheets of Ethan Allen Interiors Inc. and subsidiaries (the Company) as of June 30, 20132016 and 2012,2015, and the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2013.2016. We also have audited the Company’s internal control over financial reporting as of June 30, 2013,2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

 

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

 

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

 

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

 


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ethan Allen Interiors Inc. and subsidiaries as of June 30, 20132016 and 2012,2015, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2013,2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Ethan Allen Interiors Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of June 30, 2013,2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (COSO).

 

/s/ KPMG LLP

 

Stamford, Connecticut
August 16, 20138, 2016

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2013 and 2012

Consolidated Balance Sheets

(In thousands, except share data)

  

2013

  

2012

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $72,601  $79,721 

Marketable securities

  15,529   9,005 

Accounts receivable, less allowance for doubtful accounts of $1,230 at June 30, 2013 and $1,250 at June 30, 2012

  12,277   14,919 

Inventories

  137,256   155,739 

Prepaid expenses and other current assets

  22,907   23,408 

Total current assets

  260,570   282,792 

Property, plant and equipment, net

  291,672   295,695 

Goodwill and other intangible assets

  45,128   45,128 

Restricted cash and investments

  15,433   15,416 

Other assets

  4,482   5,757 

Total assets

 $617,285  $644,788 

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Current liabilities:

        

Current maturities of long-term debt

 $480  $250 

Customer deposits

  59,098   65,465 

Accounts payable

  22,995   27,315 

Accrued compensation and benefits

  27,205   30,534 

Accrued expenses and other current liabilities

  23,161   27,513 

Total current liabilities

  132,939   151,077 

Long-term debt

  130,809   154,250 

Other long-term liabilities

  19,180   17,593 

Total liabilities

  282,928   322,920 

Shareholders' equity:

        

Class A common stock, par value $0.01; 150,000,000 shares authorized; 48,557,973 shares issued at June 30, 2013 and 48,485,704 shares issued at June 30, 2012

  486   485 

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

  -   - 

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

  -   - 

Additional paid-in-capital

  363,938   361,165 
         

Less: Treasury stock (at cost), 19,650,385 shares at June 30, 2013 and 19,650,385 shares at June 30, 2012

  (584,041)  (584,041)

Retained earnings

  553,083   542,918 

Accumulated other comprehensive income

  684   1,141 

Total Ethan Allen Interiors Inc. shareholders' equity

  334,150   321,668 

Noncontrolling interests

  207   200 

Total shareholders equity

  334,357   321,868 

Total liabilities and shareholders' equity

 $617,285  $644,788 

See accompanying notes to consolidated financial statements.

June 30, 2016 and 2015

(In thousands, except share data)

 


  

2016

  

2015

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $52,659  $76,182 

Marketable securities

  -   2,198 

Accounts receivable, less allowance for doubtful accounts of $1,639 at June 30, 2016 and $1,386 at June 30, 2015

  9,467   12,547 

Inventories

  162,323   151,916 

Prepaid expenses and other current assets

  23,755   27,831 

Total current assets

  248,204   270,674 

Property, plant and equipment, net

  273,615   277,035 

Goodwill and other intangible assets

  45,128   45,128 

Restricted cash and investments

  7,820   8,010 

Other assets

  2,642   5,130 

Total assets

 $577,409  $605,977 

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Current liabilities:

        

Current maturities of long-term debt

 $3,001  $3,034 

Customer deposits

  60,958   67,970 

Accounts payable

  15,437   18,946 

Accrued compensation and benefits

  22,067   26,896 

Accrued expenses and other current liabilities

  21,884   23,816 

Total current liabilities

  123,347   140,662 

Long-term debt

  38,837   73,203 

Other long-term liabilities

  23,023   21,577 

Total liabilities

  185,207   235,442 

Shareholders' equity:

        

Class A common stock, par value $0.01; 150,000,000 shares authorized; 48,921,544 shares issued at June 30, 2016 and 48,884,5866 shares issued at June 30, 2015

  489   489 

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

  -   - 

Additional paid-in-capital

  374,972   370,914 

Less: Treasury stock (at cost), 21,175,416 shares at June 30, 2016 and 20,477,617 shares at June 30, 2015

  (624,932)  (605,586)

Retained earnings

  646,315   607,079 

Accumulated other comprehensive income

  (4,846)  (2,638)

Total Ethan Allen Interiors Inc. shareholders' equity

  391,998   370,258 

Noncontrolling interests

  204   277 

Total shareholders' equity

  392,202   370,535 

Total liabilities and shareholders' equity

 $577,409  $605,977 

 

For Years Ended June 30, 2013, 2012, and 2011

(In thousands, except share data)

  

2013

  

2012

  

2011

 

Net sales

 $729,083  $729,373  $678,960 

Cost of sales

  330,734   339,085   329,500 

Gross profit

  398,349   390,288   349,460 

Selling, general and administrative expenses

  337,912   340,591   317,527 

Operating income

  60,437   49,697   31,933 

Interest and other income (expense)

  (1,485)  562   5,564 

Interest and other related financing costs

  8,778   9,020   11,126 

Income before income taxes

  50,174   41,239   26,371 

Income tax expense (benefit)

  17,696   (8,455)  (2,879)

Net income

 $32,478  $49,694  $29,250 
             

Per share data:

            

Net income per basic share

 $1.13  $1.72  $1.02 

Basic weighted average common shares

  28,864   28,824   28,758 

Net income per diluted share

 $1.11  $1.71  $1.01 

Diluted weighted average common shares

  29,239   29,109   28,966 

Dividends declared per common share

 $0.77  $0.30  $0.22 
             

Comprehensive income:

            

Net income

 $32,478  $49,694  $29,250 

Other comprehensive income

            

Curency translation adjustment

  (506)  (1,154)  917 

Other

  56   (38)  97 

Other comprehensive income (loss) net of tax

  (450)  (1,192)  1,014 

Comprehensive income

 $32,028  $48,502  $30,264 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For Years Ended June 30, 2013, 2012, and 2011

(In thousands)

Consolidated Statements of Comprehensive Income

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

(In thousands, except share data)

 

  

2013

  

2012

  

2011

 

Operating activities:

            

Net income

 $32,478  $49,694  $29,250 

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

            

Depreciation and amortization

  18,008   18,581   20,816 

Compensation expense related to share-based payment awards

  1,401   1,702   931 

Provision (benefit) for deferred income taxes

  2,767   (19,522)  (63)

Loss on disposal of property, plant and equipment

  3,717   1,648   325 

Other

  1,824   (42)  (132)
             

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

            

Accounts receivable

  1,922   (456)  187 

Inventories

  18,569   (12,531)  (5,278)

Prepaid and other current assets

  1,070   (755)  4,407 

Customer deposits

  (6,951)  2,331   7,861 

Accounts payable

  (4,320)  357   5,595 

Accrued expenses and other current liabilities

  (7,839)  (2,125)  (884)

Other assets and liabilities

  (1,345)  (1,181)  147 

Net cash provided by operating activities

  61,301   37,701   63,162 
             

Investing activities:

            

Proceeds from the disposal of property, plant & equipment

  3,283   1,873   3,196 

Change in restricted cash and investments

  (17)  975   927 

Capital expenditures

  (19,005)  (22,884)  (9,094)

Acquisitions

  (770)  (520)  (2,957)

Purchases of marketable securities

  (18,247)  (3,647)  (9,466)

Sales of marketable securities

  11,165   7,230   7,319 

Other investing activities

  1,990   816   432 

Net cash used in investing activities

  (21,601)  (16,157)  (9,643)
             

Financing activities:

            

Payments on long-term debt and capital lease obligations

  (26,104)  (12,204)  (37,887)

Purchases and retirements of company stock

  -   (1,350)  (5,377)

Payment of cash dividends

  (22,220)  (8,062)  (5,754)

Other financing activities

  1,758   738   (61)

Net cash used in financing activities

  (46,566)  (20,878)  (49,079)

Effect of exchange rate changes on cash

  (254)  536   227 

Net increase (decrease) in cash & cash equivalents

  (7,120)  1,202   4,667 

Cash & cash equivalents - beginning of year

  79,721   78,519   73,852 

Cash & cash equivalents - end of year

 $72,601  $79,721  $78,519 
             

Supplemental cash flow information:

            

Income taxes paid (received)

 $19,046  $14,731  $(8,595)

Interest paid

 $8,626  $8,693  $10,838 

Non-cash capital lease obligations incurred

 $927  $1,590  $- 

  

2016

  

2015

  

2014

 

Net sales

 $794,202  $754,600  $746,659 

Cost of sales

  351,966   343,437   340,163 

Gross profit

  442,236   411,163   406,496 

Selling, general and administrative expenses

  353,057   345,229   336,860 

Operating income

  89,179   65,934   69,636 

Interest and other income (expense)

  395   (3,333)  276 

Interest and other related financing costs

  1,618   5,918   7,510 

Income before income taxes

  87,956   56,683   62,402 

Income tax expense

  31,319   19,541   19,471 

Net income

 $56,637  $37,142  $42,931 
             

Per share data:

            

Net income per basic share

 $2.02  $1.29  $1.48 

Basic weighted average common shares

  28,072   28,874   28,918 

Net income per diluted share

 $2.00  $1.27  $1.47 

Diluted weighted average common shares

  28,324   29,182   29,276 

Dividends declared per common share

 $0.62  $0.50  $0.40 
             

Comprehensive income:

            

Net income

 $56,637  $37,142  $42,931 

Other comprehensive income

            

Curency translation adjustment

  (2,208)  (3,308)  (77)

Other

  27   78   105 

Other comprehensive income (loss) net of tax

  (2,181)  (3,230)  28 

Comprehensive income

 $54,456  $33,912  $42,959 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

For Years Ended June 30, 2013, 2012, and 2011

(In thousands, except share data)

Consolidated Statements of Cash Flows

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

(In thousands)

 

  

Common

Stock

  

Additional

Paid-in

Capital

  

Treasury

Stock

  

Other

Comprehensive

Income

  

Retained

Earnings

  

Non-

Controlling

Interests

  

Total

 

Balance at June 30, 2010

  483   358,722   (581,331)  1,244   479,341   -   258,459 

Stock issued on share-based awards

  1   75   -   -   -   -   76 

Compensation expense associated with share-based awards

  -   931   -   -   -   -   931 

Purchase/retirement shares of company stock

  -   -   (2,787)  -   -   -   (2,787)

Issuance of treasury shares for 401k match

  -   -   1,427   -   (345)  -   1,082 

Dividends declared on common stock

  -   -   -   -   (6,338)  -   (6,338)

Comprehensive income

  -   -   -   1,014   29,250   -   30,264 

Balance at June 30, 2011

  484   359,728   (582,691)  2,258   501,908   -   281,687 

Stock issued on share-based awards

  1   224   -   -   -   -   225 

Compensation expense associated with share-based awards

  -   1,702   -   -   -   -   1,702 

Tax benefit associated with exercise of share based awards

  -   (489)  -   -   -   -   (489)

Purchase/retirement of company stock

  -   -   (1,350)  -   -   -   (1,350)

Dividends declared on common stock

  -   -   -   -   (8,684)  -   (8,684)

Increase from business combination

                      275   275 

Comprehensive income (loss)

  -   -   -   (1,117)  49,694   (75)  48,502 

Balance at June 30, 2012

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

Stock issued on share-based awards

  1   1,398   -   -   -   -   1,399 

Compensation expense associated with share-based awards

  -   1,401   -   -   -   -   1,401 

Tax benefit associated with exercise of share based awards

  -   (26)  -   -   -   -   (26)

Dividends declared on common stock

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

Comprehensive income (loss)

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

Balance at June 30, 2013

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

  

2016

  

2015

  

2014

 

Operating activities:

            

Net income

 $56,637  $37,142  $42,931 

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

            

Depreciation and amortization

  19,353   19,142   17,930 

Compensation expense related to share-based payment awards

  2,356   1,236   1,325 

Provision (benefit) for deferred income taxes

  671   3,923   (3,032)

Restructuring and impairment charge

  -   784   - 

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

  (2,267)  4,180   2,093 

Other

  (1,295)  3,606   415 
             

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

            

Accounts receivable

  2,926   (559)  (149)

Inventories

  (9,982)  (5,036)  (9,019)

Prepaid and other current assets

  5,113   (9,628)  4,269 

Customer deposits

  (7,275)  7,517   586 

Accounts payable

  (3,509)  (5,349)  1,300 

Accrued expenses and other current liabilities

  (6,550)  (2,113)  969 

Other assets and liabilities

  2,191   261   271 

Net cash provided by operating activities

  58,369   55,106   59,889 
             

Investing activities:

            

Proceeds from the disposal of property, plant & equipment

  8,073   9,103   3,381 

Change in restricted cash and investments

  190   497   6,926 

Capital expenditures

  (22,967)  (19,787)  (19,305)

Acquisitions

  (165)  (1,991)  - 

Purchases of marketable securities

  -   -   (18,268)

Sales of marketable securities

  2,150   15,430   14,883 

Other investing activities

  193   176   325 

Net cash provided by (used in) investing activities

  (12,526)  3,428   (12,058)
             

Financing activities:

            

Borrowings from revolving credit and term loan facilities

  -   75,000   - 

Payments on long-term debt and capital lease obligations

  (34,840)  (133,710)  (480)

Purchases and retirements of company stock

  (19,346)  (17,552)  - 

Payment of cash dividends

  (16,646)  (13,348)  (11,297)

Other financing activities

  1,718   (1,353)  525 

Net cash used in financing activities

  (69,114)  (90,963)  (11,252)

Effect of exchange rate changes on cash

  (252)  (565)  (4)

Net increase (decrease) in cash & cash equivalents

  (23,523)  (32,994)  36,575 

Cash & cash equivalents - beginning of year

  76,182   109,176   72,601 

Cash & cash equivalents - end of year

 $52,659  $76,182  $109,176 
             

Supplemental cash flow information:

            

Income taxes paid

 $29,003  $18,250  $20,928 

Interest paid

 $1,352  $7,181  $7,085 

Non-cash capital lease obligations incurred

 $-  $1,700  $- 

 

See accompanying notes to consolidated financial statements.

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

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

(In thousands, except share data)

              

Accumulated

             
      

Additional

      

Other

      

Non-

     
  

Common 

  

Paid-in

  

Treasury

  

Comprehensive

  

Retained

  

Controlling

     
  

Stock

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Total

 

Balance at June 30, 2013

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

Stock issued on share-based awards

  -   357   -   -   -   -   357 

Compensation expense associated with share-based awards

  -   1,325   -   -   -   -   1,325 

Tax benefit associated with exercise of share based awards

  -   113   -   -   -   -   113 

Dividends declared on common stock

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

Capital distribution

  -   -   -   -   -   (25)  (25)

Comprehensive income (loss)

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

Balance at June 30, 2014

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

Stock issued on share-based awards

  3   4,117   -   -   -   -   4,120 

Compensation expense associated with share-based awards

  -   1,236   -   -   -   -   1,236 

Tax benefit associated with exercise of share based awards

  -   (172)  -   -   -   -   (172)

Purchase/retirement of company stock

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

Dividends declared on common stock

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

Capital distribution

  -   -   -   -   -   (25)  (25)

Comprehensive income (loss)

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

Balance at June 30, 2015

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

Stock issued on share-based awards

  -   734   -   -   -   -   734 

Compensation expense associated with share-based awards

  -   2,356   -   -   -   -   2,356 

Tax benefit associated with exercise of share based awards

  -   968   -   -   -   -   968 

Purchase/retirement of company stock

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

Dividends declared on common stock

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

Capital distribution

  -   -   -   -   -   (100)  (100)

Comprehensive income (loss)

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

Balance at June 30, 2016

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

See accompanying notes to consolidated financial statements.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

June 30, 2013, 20122016, 2015 and 20112014

 

(1)      Summary of Significant Accounting Policies

 

Basis of Presentation

 

The following is a summary of significant accounting policies of Ethan Allen Interiors Inc. ("Interiors") is a Delaware corporation incorporated on May 25, 1989. The consolidated financial statements include the accounts of Interiors,, and its wholly-owned subsidiary Ethan Allen Global, Inc. ("Global"), and Global’s subsidiaries (collectively "We," "Us," "Our," "Ethan Allen" or the "Company"). All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. AllOur consolidated financial statements also include the accounts of Global’s capital stock is owned by Interiors,an entity in which has nowe are a majority shareholder with the power to direct the activites that most significantly impact the entity’s performance. Noncontrolling interest amounts in the entity are immaterial and included in the Consolidated Statement of Comprehensive Income within interest and other income, net.

On April 7, 2015 the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard classifies debt issuance costs as a deduction from the debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, these costs were classified as assets. We adopted the provisions of ASU 2015-03 beginning in July 2015 and prior period amounts have been reclassified to conform to the current period presentation. As of June 30, 2015, $0.3 million of debt issuance costs were reclassified in the consolidated balance sheet from other noncurrent assets to current portion of long-term debt and $1.0 million was reclassified from other noncurrent assets to long-term debt, less current portion. The adoption of ASU 2015-03 did not impact our consolidated statements of comprehensive income, or operating results other than those associated with its investment in Global.our consolidated statements of cash flows.

 

Nature of Operations

 

We are a leading manufacturer and retailer of quality home furnishings and accessories,accents, offering complimentary interior design service to our clients and sell a full complementrange of home decoratingfurniture products and design solutions.decorative accents. We sell our products through one of the country’s largest home furnishing retail networks withand at June 30, 2016 there were a total of 295296 retail design centers, of which 147143 are Company operated and 148153 are independently operated. Nearly all of our Company operated retail design centers are located in the United States, with the remaining Company operated design centers located in Canada and Belgium.Canada. The majority of the independently operated design centers are in Asia, with the remaining independently operated design centers located throughout the United States, Canada and the Middle East.East and Europe. We have eightnine manufacturing facilities, one of which includes a separate sawmill operation, located throughout the United States, and one plant each in Mexico and one in Honduras.

 

Use of Estimates

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Reclassifications

 

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

  

Cash Equivalents

 

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


 

Inventories

 

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

 

Marketable Securities

 

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

 

Property, Plant and Equipment

 

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

 

Operating Leases

 

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Retail Design Center Acquisitions

 

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


 

Goodwill and Other Intangible Assets

 

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

 

Impairment of Long-Lived Assets and Goodwill

 

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

 

The recoverability of long-lived assets are evaluated for impairment by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.

 

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

 

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

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Financial Instruments

 

Due toBecause of their short-term nature, the carrying value of our cash and cash equivalents, receivables and payables, short-term debt and customer deposit liabilities approximates fair value. Substantially all of our long-term debt at both June 30, 2016 and 2015 consists of our Senior Notes, theterm loan and revolving credit facility. The estimated fair value of which is $133.9 million at June 30, 2013 and $155.3 million at June 30, 2012, as comparedequal to athe carrying value on those dates of $129.2 million and $153.0 million, respectively.dates.

 

Income Taxes

 

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

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance must be established for deferred tax assets when it is more likely than not that the assets will not be realized. During fiscal 2012, we released all of United States federal and Canadian valuation allowance against net deferred tax assets established during the fourth quarter of fiscal 2010. We recorded a tax benefit of $21.6 million for the reversal of the valuation allowance against those assets, with a non-cash benefit to earnings in the quarter ended March 31, 2012. We retained a valuation allowance against various foreign, state and local deferred tax assets in our retail segment. At June 30, 2013 this valuation allowance was approximately $2.9 million.

 

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

 

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

 

Revenue Recognition

 

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

 

Shipping and Handling Costs

 

Our practice has been to sell our products at the same delivered cost to all retailers nationwide, regardless of shipping point. Costs incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses. Shipping and handling costs amounted to $60.6$71.7 million in fiscal years 2013 and 2012 and $58.2year 2016, $67.3 million for fiscal year 2011.2015 and $67.1 million in fiscal 2014.

 

Advertising Costs

 

Advertising costs are expensed when first aired or distributed. Our total advertising costs were $29.8 million in fiscal years 2013 and 2012 and $28.2$31.5 million in fiscal year 2011.2016, $30.2 million in fiscal year 2015 and $29.5 million in fiscal year 2014. These amounts are presentedinclude advertising media expenses, outside and inside agency expenses, certain website related fees and photo and video production net of proceeds received by us under our agreement with the third-party financial institution responsible for administering our consumer finance programs. Prepaid advertising costs at June 30, 20132016 totaled $1.6$2.0 million compared to $1.4$1.8 million at June 30, 2012.2015.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Earnings Per Share

 

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

 

Share-Based Compensation

 

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

 

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

 

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

 

Foreign Currency Translation

 

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

 

Recent Accounting Pronouncements

 

In February 2013,May 2014, the Financial Accounting Standards Board (“FASB”(the “FASB”) issued ASU 2013-02,2014-09,“Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”Revenue from Contracts with Customers. This ASU requires itemsprovides a framework for revenue recognition that replaces most existing GAAP revenue recognition guidance when it becomes effective. We have an option to use either a retrospective approach or a cumulative effect adjustment approach to implement the guidance. The new standard is effective for us on July 1, 2018, with early adoption permitted in 2017. We are currently evaluating the impact of this guidance on our financial statements and the timing of adoption, and have not yet selected a transition approach.

In April 2015 the FASB issued ASU 2015-03,Simplifying the Presentation of Debt Issuance Costs. The new standard classifies debt issuance costs as a deduction from the debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, these costs were classified as assets. We adopted the provisions of ASU 2015-03 beginning in July 2015 and prior period amounts have been reclassified to conform to the current period presentation. As of June 30, 2015, $0.3 million of debt issuance costs were reclassified in their entiretythe consolidated balance sheets from other noncurrent assets to net incomecurrent portion of long-term debt and $1.0 million was reclassified from accumulated other noncurrent assets to long-term debt, less current portion. The adoption of ASU 2015-03 did not impact our consolidated statements of comprehensive income, inor our consolidated statements of cash flows.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

In November 2015, the same reporting periodFASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, which requires the Company to be reported separately from other amounts in other comprehensive income, eitherpresent all deferred tax assets and liabilities as noncurrent. This pronouncement is effective for the Company on the face of the financial statements or in the notes to the financial statements. We adopted this ASU in the fourth quarter of fiscal 2013July 1, 2017, and it had no materialearly adoption is permitted. The Company is currently evaluating the impact on our consolidated financial statements.statements and the timing of adoption.

 

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

In March 2016, the FASB issued Accounting Standards 2016-09,Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Stock Compensation. The objective of this amendment is part of the FASB’s Simplification Initiative as it applies to several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for the Company on July 1, 2017, and allows for prospective, retrospective or modified retrospective adoption, depending on the area covered in the update, with early adoption permitted. The Company is currently evaluating the impact on our consolidated financial statements and the timing of adoption.

In July 2015, the FASB issued ASU No. 2015-11,“Inventory (Topic 330): Simplifying the Measurement of Inventory,” which states that inventory should be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance is effective for the Company on July 1, 2017. The new guidance should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact on our consolidated financial statements and the timing of adoption.

(2)     Business Acquisitions

 

From time to time the Company acquires design centers from its independent retailers in arms length transactions. There were no material acquisitions completed during the three fiscal years ended June 30, 2013, 20122016, 2015 and 20112014 respectively.

 


(3)     Inventories

 

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

 

  

2016

  

2015

 
         

Finished goods

 $129,627  $118,537 

Work in process

  9,497   10,537 

Raw materials

  27,554   25,943 

Valuation allowance

  (4,355)  (3,101)
Inventories $162,323  $151,916 

  

2013

  

2012

 
         

Finished goods

 $107,508  $119,978 

Work in process

  6,961   8,638 

Raw materials

  22,787   27,123 
  $137,256  $155,739 


 

Inventories are presented net of a related valuation allowance of $2.7 million at both June 30, 2013 and June 30, 2012.ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


(4)     Property, Plant and Equipment

 

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

 

 

2013

  

2012

  

2016

  

2015

 
                

Land and improvements

 $89,091  $89,963  $80,002  $82,806 

Building and improvements

  388,628   383,801   392,196   385,439 

Machinery and equipment

  116,666   113,604   126,066   126,667 
  594,385   587,368 
Property, plant and equipment, gross  598,264   594,912 

Less: accumulated depreciation and amortization

  (302,713)  (291,673)  (324,649)  (317,877)
 $291,672  $295,695 
Property, plant and equipment, net  $273,615  $277,035 

 

(5)     Goodwill and Other Intangible Assets

 

At both June 30, 20132016 and 2012,2015, we had $25.4 million of goodwill, and $19.7 million of other indefinite-lived intangible assets consisting of Ethan Allen trade names, all of which is in our wholesale segment. Our retail segment had $48.4 million of goodwill which was fully impaired in fiscal 2009.

 

In the fourth quarter of fiscal years 20132016, 2015, and 2012,2014, the Company performed qualitative assessments of the fair value of the wholesale reporting unit and concluded that the fair value of its goodwill exceeded its carrying value. In fiscal year 2011 the Company performed a quantitative assessment and determined the fair value of its wholesale reporting unit exceeded its carrying value by a substantial margin. The fair value of the trade name exceeded its carrying value by a substantial margin in fiscal years 2013, 20122016, 2015 and 2011.To2014.To calculate fair value of these assets, management relies on estimates and assumptions which by their nature have varying degrees of uncertainty. Wherever possible, managementManagement therefore looks for third party transactions to provide the best possible support for the assumptions incorporated. Management considers several factors to be significant when estimating fair value including expected financial outlook of the business, changes in the Company’s stock price, the impact of changing market conditions on financial performance and expected future cash flows, and other factors. Deterioration in any of these factors may result in a lower fair value assessment, which could lead to impairment of the long-lived assets and goodwill of the Company.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(6)     Borrowings

 

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

 


  

2016

  

2015

 
         

Term loan

 $16,167  $35,000 

Revolver

  25,000   40,000 

Capital leases and other

  671   1,237 

Total debt

  41,838   76,237 

Less curent maturities

  3,001   3,034 

Total long-term debt

 $38,837  $73,203 

 

  

2013

  

2012

 
         

5.375% Senior Notes due 2015

 $129,152  $152,986 

Capital leases and other

  2,137   1,514 

Total debt

  131,289   154,500 

Less curent maturities

  480   250 

Total long-term debt

 $130,809  $154,250 

Senior Notes

OnIn September 27, 2005, we completed a private offering of $200.0issued $200 million ofin ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes"). The Senior Notes were offered by Global and have an annual coupon rate of 5.375% with interest payable semi-annually in arrears on April 1 and October 1 of each year. Proceeds received in connection with the issuance of the Senior Notes, net ofCompany entered into a related discount of $1.6five year, $150 million totaled $198.4 million. We used the net proceeds from the offering to expand our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes. As of June 30, 2013, outstanding borrowings related to this transaction have been included in the Consolidated Balance Sheets within long-term debt. The discount on the Senior Notes is being amortized to interest expense over the life of the related debt as is debt issuance costs of $2.0 million primarily for banking, legal, accounting, rating agency, and printing services and $0.8 million of losses on settled forward contracts entered in conjunction with this debt issuance. During fiscal 2013, the Company repurchased $24.0 million of the Senior Notes in a single unsolicited transaction. During fiscal 2012, the Company repurchased $12.0 million of the Senior Notes in several unsolicited transactions.

The Senior Notes may be redeemed in whole or in part, at Global’s option at any time at the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed, discounted to the date of redemption on a semi-annual basis at the applicable treasury rate plus 20 basis points, plus, in each case, accrued and unpaid interest to the redemption date. In the event of default, the trustee or the holders of 25% of the outstanding principal amount of the Senior Notes may accelerate payment of principal, premium, if any, and accrued and unpaid interest. Events of default include failure to pay in accordance with the terms of the indenture, including failure, under certain circumstances, to pay indebtedness other than the Senior Notes. As of June 30, 2013, we are in compliance with the terms and conditions and all covenants of the Senior Notes.

Revolving Credit Facility

The Company has a senior secured asset-based, revolving credit and term loan facility on October 21, 2014, as amended (the “Facility”). The Facility, which expires on October 21, 2019, provides revolving credit financinga term loan of up to $50$35 million and a revolving credit line of up to $115 million, subject to borrowing base availability,availability. During March 2015, we utilized $35 million of the term loan and includes a right for$40 million of the Companyrevolving credit line, along with our available cash to increasefully redeem our Senior Notes. We incurred financing costs of $1.5 million under the total facility to $100 million either with existing or additional lenders subject to certain conditions. The Facility, expires March 25, 2016, or June 26, 2015 ifwhich are being amortized by the Company’s Senior Notes have not been refinanced. interest method, over the remaining life of the Facility.

At the Company’s option, revolving loans under the Facility bear interest, based on the average availability, at an annual rate of either:either (a) the London Interbank Offered rate (“LIBOR”) plus 1.5% to 1.75%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.5% to 0.75%. At June 30, 2016 the annual interest rate in effect on the revolving loan was 2.0%.

 

(a)

London Interbank Offered rate (“LIBOR”) plus 2.0% to 2.5%, based on the average availability, or

(b)

The higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus, in each case, an additional 1.0% to 1.5%, based on average availability.

At the Company’s option, term loans under the Facility bear interest, based on the Company’s rent adjusted leverage ratio, at an annual rate of either (a) LIBOR plus 1.75% to 2.25%, or (b) the higher of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) LIBOR plus 1.0% plus in each case 0.75% to 1.25%. At June 30, 2016 the annual interest rate in effect on the term loan was 2.25%.

 

The CompanypaysCompany pays a commitment fee of 0.15% to 0.25% per annum on the unused portion of the Facility, and participation fees on issued letters of credit at an annual rate of 1.0%1.5% to 2.5%,1.75% based on the average availability and the letter of credit type. If the average monthly availability is less than the greater of (i) 12.5% of the aggregate commitment and (ii) $6.3 million, the Company’s fixed charge coverage ratio may not be less than 1 to 1 for any period of four consecutive fiscal quarters.availability. Certain payments are restricted if the availability ofunder the collateral supporting the facilityrevolving credit line falls below $10 million or 20% of the facility size.total revolving credit line, and the Company is subject to pro forma compliance with the fixed charge coverage ratio if applicable.

 


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

 

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

The Company must maintain a minimum fixed charge coverage ratio of 1.1 to 1.0 at all times. If the outstanding term loans are less than $17.5 million and the fixed charge coverage ratio equals or exceeds 1.25 to 1.0, the fixed charge coverage ratio ceases to apply and thereafter is only triggered if average monthly availability is less than 15% of the amount of the revolving credit line.During November 2015, we made a $16.5 million prepayment on the term loan, bringing the outstanding term loan to $17.3 million, and the fixed charge coverage ratio ceased to apply.Our subsequent average availability exceeded 65.0%, such that the fixed charge coverage ratio did not apply.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


The Company intends to use the Facility for working capital and general corporate purposes, including dividend payments and share repurchases, in addition to the refinancing of our Senior Notes which occurred in March 2015. At both June 30, 2013, we had no revolving loans2016 and $0.6June 30, 2015, there was $0.2 million of standby and trade letters of credit outstanding under the Facility. RemainingTotal availability under the facility totaled $49.4Facility was $89.8 million subject to limitations set forth in the agreement and as a result, the coverage charge ratio, and other restricted payment limitations did not apply. As ofat June 30, 2013,2016 and $74.8 million at June 30, 2015. The increase was due to $15.0 million payments we aremade on the revolving loan during fiscal 2016.

At both June 30, 2016 and June 30, 2015, we were in compliance with all the covenants of the Facility.Senior Notes and the credit facilities.

 

For fiscal years ended June 30, 2013, 2012 and 2011, theThe weighted-average interest ratesrate applicable under our outstanding debt obligations for each year was approximately 5.5%. of the last three fiscal years were as follows:

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Weighted-average interest rate

  2.0%  4.8%  5.5%

Aggregate scheduled maturities of our debt obligations for each of the five fiscal years subsequent to June 30, 2013,2016, and thereafter are as follows (in thousands):

 

Fiscal Year Ended June 30

    

2017

  3,303 

2018

  2,815 

2019

  2,396 

2020

  34,213 

2021

  - 

Subsequent to 2021

  - 

Total scheduled debt payments

 $42,727 

Fiscal Year Ended June 30

 

2013

 

2014

 $480 

2015

  501 

2016

  129,675 

2017

  474 

2018

  159 

Subsequent to 2018

  - 

Total scheduled debt payments

 $131,289 

(7)     Leases

 

We lease real property and equipment under various operating lease agreements expiring at various times through 2034.2039. Leases covering retail design center locations and equipment may require, in addition to stated minimums, contingent rentals based on retail sales or equipment usage. Generally, the leases provide for renewal for various periods at stipulated rates. Future minimum lease payments under non-cancelable operating leases for each of the five fiscal years subsequent to June 30, 2013,2016, and thereafter are shown in the table following. Also shown are minimum future rentals from subleases, which will partially offset lease payments in the aggregate (in thousands):

 

Fiscal Year Ended June 30, 2013

 
  

Minimum

Future

Lease

Payments

  

Minimum

Future

Sublease

Rentals

 

2014

 $30,485  $2,683 

2015

  27,780   2,264 

2016

  24,156   1,408 

2017

  21,082   1,262 

2018

  19,229   1,161 

Subsequent to 2018

  79,799   2,630 

Total

 $202,531  $11,408 

Fiscal Year Ended June 30

        
  

Minimum

  

Minimum

 
  

Future

  

Future

 
  

Lease

  

Sublease

 
  

Payments

  

Rentals

 

2017

 $33,895  $1,990 

2018

  32,197   2,009 

2019

  28,517   1,460 

2020

  24,439   956 

2021

  22,081   767 

Subsequent to 2021

  74,291   766 

Total

 $215,420  $7,948 

 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

 

2013

  

2012

  

2011

  

2016

  

2015

  

2014

 

Basic rentals under operating leases

 $29,897  $30,895  $30,834  $31,692  $31,220  $31,168 

Contingent rentals under operating leases

  75   109   135   180   160   215 
  29,972   31,004   30,969 
Basic and contingent rentals  31,872   31,380   31,383 

Less: sublease rent

  (2,034)  (1,656)  (1,621)  (1,964)  (3,062)  (2,494)

Total rent expense

 $27,938  $29,348  $29,348  $29,908  $28,318  $28,889 

 

As of June 30, 2013 and 2012, deferredDeferred rent credits totaling $11.9 million and $11.6 million, respectively, and deferred lease incentives totaling $1.9 million and $2.3 million, respectively, are reflected in the Consolidated Balance Sheets. These amountsSheets and are amortized over the respective underlying lease terms on a straight-line basis as a reduction of rent expense. The amounts for the past two fiscal years are as follows:

 

  

2016

  

2015

 

Deferred rent credits

 $13,003  $12,362 

Deferred lease incentives

 $4,538  $3,762 

(8)     Shareholders' Equity

 

Our authorized capital stock consists of (a) 150,000,000 shares of Class A Common Stock, par value $.01 per share, (b) 600,000 shares of Class B Common Stock, par value $.01 per share, and (c) 1,055,000 shares of Preferred Stock, par value $.01 per share, of which (i) 30,000 shares have been designated Series A Redeemable Convertible Preferred Stock, (ii) 30,000 shares have been designated Series B Redeemable Convertible Preferred Stock, (iii) 155,010 shares have been designated as Series C Junior Participating Preferred Stock, and (iv) the remaining 839,990 shares may be designated by the Board of Directors with such rights and preferences as they determine (all such preferred stock, collectively, the "Preferred Stock"). Shares of Class B Common Stock are convertible to shares of our Common Stock upon the occurrence of certain events or other specified conditions being met. As of June 30, 20132016 and 2012,2015, there were no shares of Preferred Stock or Class B Common Stock issued or outstanding.

 

Share Repurchase Program

 

On November 21, 2002, the Company’sour Board of Directors approved a share repurchase program authorizing us to repurchase up to 2.0 million2,000,000 shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent to that date, the Board of Directors increased the then remaining shareaggregate authorization under the repurchase authorizationprogram on sevenseveral separate occasions, the last of which was on NovemberApril 13, 2007. As2015 when the Board of Directors increased the aggregate authorization to approximately 3,000,000 shares. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant.As of June 30, 20132016 we had a remaining Board authorization to repurchase 1.11.8 million shares.

 

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

 

 

2013

  

2012

  

2011

  

2016

  

2015

  

2014

 

Common shares repurchased

  -   79,293   204,286   697,799   645,831   - 

Cost to repurchase common shares

 $-  $1,349,557  $2,787,777  $19,346,104  $16,469,725  $- 

Average price per share

 $-  $17.02  $13.65  $27.72  $25.50  $- 

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(9)      Earnings per Share

 

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

 


  

2016

  

2015

  

2014

 

Weighted average shares of common stockoutstanding for basic calculation

  28,072   28,874   28,918 
             

Effect of dilutive stock options and othershare-based awards

  252   308   358 
             

Weighted average shares of common stockoutstanding adjusted for dilution calculation

  28,324   29,182   29,276 

 

  

2013

  

2012

  

2011

 

Weighted average common shares outstanding for basic calculation

  28,864   28,824   28,758 

Effect of dilutive stock options and other share-based awards

  375   285   208 

Weighted average common shares outstanding adjusted for dilution calculation

  29,239   29,109   28,966 

Certain restricted stock awards and the potential exercise of certain stock options were excluded from the respective diluted earnings per share calculation because their impact is anti-dilutive. In 2013, 20122016, 2015 and 2011,2014, stock options and share based awards of 877,100, 1,641,500460,155, 591,058 and 1,657,932,724,292, respectively, have been excluded.

 

(10)     Share-Based Compensation

 

For the twelve months ended June 30, 2013, 2012,2016, 2015, and 2011,2014, share-based compensation expense totaled $1.4$2.4 million, $1.7$1.2 million, and $0.9$1.3 million respectively. These amounts have been included in the Consolidated Statements of OperationsComprehensive Income within selling, general and administrative expenses. During the twelve months ended June 30, 2013, 2012,2016, 2015, and 2011,2014, we recognized related tax benefits associated with our share-based compensation arrangements totaling $0.8 million, $0.5 million $0.6 million and $0.3$0.5 million, respectively (before valuation allowances). Such amounts have been included in the Consolidated Statements of OperationsComprehensive Income within income tax expense.

At June 30, 2016, we had 1,341,207 shares of common stock available for future issuance pursuant to the 1992 Stock Option Plan (the “Plan”). The maximum number of shares of common stock reserved for issuance under the Plan is 6,487,867 shares. The Plan provides for the grant of non-compensatory stock options to eligible employees and non-employee directors. Stock options unde the Plan are non-qualified under section 422 of the Internal Revenue Code and allow for the purchase of shares of our common stock. The Plan also provides for the issuance of stock appreciation rights ("SARs") on issued options, however no SARs have been issued to date. The awarding of such options is determined by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Options are generally granted with an exercise price equal to the market price of our common stock at the date of grant, vest ratably over a specified service period, and have a contractual term of 10 years. Equity awards can also include performance vesting conditions. Company policy further requires an additional one year holding period beyond the service vest date for certain executives. Beginning January 31, 2014, grants to employees included both company performance and service vesting conditions (as further described below). Grants to independent directors had a 3 year service vest condition. Following is a description of grants made under the Plan.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Stock Option Awards

 

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

 

 

2013

  

2012

  

2011

  

2016

  

2015

  

2014

 

Volatility

  56.5%  45.1%  59.5%  48.1%  52.9%  56.3%

Risk-free rate of return

  0.80%  1.92%  0.61%  1.93%  2.03%  1.52%

Dividend yield

  1.64%  2.00%  1.16%  1.95%  2.09%  1.55%

Expected average life (in years)

 

5.8

  

9.6

  

1.8

 

Expected average life (years)

  6.3   6.7   5.2 

 

Options granted to employees beginning January 1, 2014 vest provided certain performance and service conditions are met (“Performance Options”). The performance conditions allow the potential vesting in three equal tranches, provided attainment of a minimum annual 5% growth in operating income (as defined in the agreement) for each of the ensuing three fiscal years. If the minimum annual growth is not achieved in any fiscal year, that tranche is forfeited, except that if a cumulative compound growth rate of 5% is achieved at the end of the three fiscal years, performance conditions for all three tranches will have been met. Service conditions require an additional period after performance conditions are met. Consequently, assuming both performance and service conditions are met, shares become exercisable between 3 and 5 years from grant date. At June 30, 2013, we had 1,067,407 shares of common stock available for future issuance pursuant to2016, 196,000 Performance Options achieved the 1992 Stock Option Plan (the “Plan”). The maximum number of shares of common stock reserved for issuance under the Plan is 6,487,867 shares. Following is a description of grants made under the Plan.

Stock Option Awards

The Plan provides for the grant of non-compensatory stock options to eligible employeesperformance conditions, and non-employee directors. Stock options granted under the Plan are non-qualified under Section 422 of the Internal Revenue code and allow for the purchase of shares of our common stock. The Plan also provides for the issuance of stock appreciation rights ("SARs") on issued options, however, no SARs have been issued as of June 30, 2013. The awarding of such options is determined by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Option awards are generally granted with an exercise price equal to the market price of our common stock at the date of grant,consequently will vest ratably over a specified service period (4 years for awards to employees; 2 years for awards to independent directors), and have a contractual term of 10 years.


Effective October 1, 2011, the Company and M. Farooq Kathwari, our President and Chief Executive Officer, entered into a new employment agreement (the "Agreement"). Pursuant to the terms of the Agreement, Mr. Kathwari was awarded on October 1, 2011, (i) options to purchase 300,000 shares of our common stock at an exercise price of $13.61 which vest ratably over a 5-year period on each June 30, unless earlier vested, in certain circumstances, in accordance with the terms of the Agreement. During fiscal 2013, the Company awarded options to purchase an aggregate of 74,082 shares of our common stock to certain employees other than Mr. Kathwari, which vest in fourthree equal annual installmentstranches on the grant date anniversary.

anniversary in years three, four and five provided service conditions are also met. The Company considers the remaining 130,000 Performance Options to be probable of achieving the respective performance conditions so they are being amortized to expense over their respective service periods. The Performance Options are reflected in the options tables presented below. All options were issued at the closing stock price on each grant date, and have a contractual term of 10 years. A summary of stock option activity occurring during the fiscal year ended June 30, 20132016 is presented below:below.

 

         

Weighted

     
     

Weighted

  

Average

     
     

Average

  

Remaining

     
     

Exercise

  

Contractual

  

Aggregate

 

Options

 

Shares

  

Exercise

Price

  

Weighted Average Remaining

Contractual

Term (yrs)

  

Aggregate

Intrinsic Value

  

Shares

  

Price

  

Term (yrs)

  

Intrinsic Value

 

Outstanding - June 30, 2012

  2,270,708  $27.58         

Outstanding - June 30, 2015

  994,888  $24.33         

Granted

  74,082   22.42           24,367   28.73         

Exercised

  (73,071)  19.14           (36,958)  19.87         

Canceled (forfeited/expired)

  (635,225)  30.65           (75,224)  30.85         

Outstanding - June 30, 2013

  1,636,494   26.54   4.0  $9,616,619 

Exercisable - June 30, 2013

  1,333,287  $28.92   3.1  $5,754,148 

Outstanding - June 30, 2016

  907,073   24.08   5.1  $8,308,141 

Exercisable - June 30, 2016

  553,371  $22.93   3.1  $5,778,995 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

All options granted during fiscal 2016 were to non-employee independent directors of the Company as compensation for their services. The weighted average grant-date fair value of options granted during fiscal 2013, 2012,2016, 2015 and 20112014 was $9.96, $5.98$11.53, $11.30 and $1.70$11.42 respectively. The total intrinsic value of options exercised during 2013, 20122016, 2015 and 20112014 was $0.8$0.3 million, $0.1$4.5 million, and $0.0$0.2 million, respectively. As of June 30, 2013,2016, there was $1.7$2.0 million of total unrecognized compensation cost related to nonvested options granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.82.6 years. A summary of the nonvested shares as of June 30, 20132016 and changes during the year then ended is presented below:below.

  

     Weighted Average 
     Grant Date 

Options

 

Shares

  

Weighted Average

Grant Date

Fair Value

 

Shares

  Fair Value 

Nonvested June 30, 2012

  377,742   $  5.65  

Nonvested June 30, 2015

  454,574  $10.49 

Granted

  74,082   9.96    24,367   11.53 

Vested

  (139,282)  5.15    (96,191)  7.59 

Canceled (forfeited/expired)

  (9,335)  6.61    (29,048)  11.33 

Nonvested at June 30, 2013

  303,207             $  6.90  

Nonvested at June 30, 2016

  353,702  $11.28 

 

Restricted Stock Awards

 

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

awards were granted during fiscal 2016. A summary of nonvested restricted share activity occurring during the fiscal year ended June 30, 20132016 is presented below.

 


      

Average

 
      

Grant Date

 

Restricted Awards

 

Shares

  

Fair Value

 

Nonvested - June 30, 2015

  21,000  $13.61 

Granted

  -     

Vested

  (21,000) $13.61 

Canceled (forfeited/expired)

  -     

Nonvested - June 30, 2016

  -  $- 

 

Restricted Awards

 

Shares

  

Weighted Average

Grant Date

Fair Value

 

Nonvested - June 30, 2012

  142,066  $15.12 

Granted

  -     

Vested

  (54,686)  15.18 

Canceled (forfeited/expired)

  (568)  14.45 

Nonvested - June 30, 2013

  86,812  $15.09 

As of June 30, 2013,2016, there was $1.1 million of totalno unrecognized compensation cost related to restricted shares granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.5 years. The total fair value of restricted shares vested during the fiscal years ending June 30, 20132016 and 20122015 was $1.4$0.7 million and $1.4$0.8 million respectively.

 

Stock Unit Awards

In connection with previous employment agreements, Mr. Kathwari was deemed

We account for stock unit awards as equity-based awards because upon vesting, they will be settled in common shares. These awards, which contain time and other vesting conditions, may also contain performance conditions providing recipients a contingent right to have earned 126,000 stock units. In the event of the termination of his employment, regardless of the reason for termination, Mr. Kathwari will receive shares of the Company's common stock equal("Performance Units"), conditioned upon the Company's achievement of certain performance targets and goals, and subject to the numberterms of the agreements. For Performance Units, we expense as compensation cost the fair value of the shares as of the grant date, and amortize expense ratably over the total performance and time vest period, taking into account the probability that we will satisfy the performance goals. We estimate, as of the date of grant, the fair value of Performance Units with a discounted cash flow model, using as model inputs the risk-free rate of return as the discount rate, dividend yield for dividends not paid during the restriction period, and a discount for lack of marketability for a one-year post-vest holding period. The lack of marketability discount used is the present value of a future put option using Monte-Carlo and Black-Scholes pricing models. The weighted average assumptions used for the fiscal year ended June 30 is noted in the table following. No Performance based restricted stock units earned.unit awards were granted under the Plan prior to December 1, 2015.

2016

Volatility

33.3%

Risk-free rate of return

0.77%

Dividend yield

1.99%

Expected average life (years)

1.75


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

For each grant of Performance Units, the amount of the grant that will be earned and paid will be determined by reference to the achievement of certain performance goals for each of two initial fiscal years (on a cumulative basis) and the three fiscal years (on a cumulative basis) applicable to such grant.

A summary of stock unit activity occurring during the fiscal year ended June 30, 2016 is presented below.

      

Weighted

 
      

Average

 
      

Grant Date

 
  

Units

  

Fair Value

 

Non-vested units at June 30, 2015

  126,000  $24.67 

Granted

  92,050   24.34 

Vested

  -   - 

Canceled (forfeited/expired)

  -   - 

Non-vested units at June 30, 2016

  218,050   24.53 

As of June 30, 2016, there was $1.4 million of total unrecognized compensation cost related to nonvested units granted under the Plan based on our probability estimates. That cost is expected to be recognized over a weighted average period of 1.3 years.

(11)     Income Taxes

 

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

 

  

2016

  

2015

  

2014

 

Current:

            

Federal

 $27,660  $15,064  $20,693 

State

  2,898   489   1,900 

Foreign

  88   55   60 

Total current

  30,646   15,608   22,653 

Deferred:

            

Federal

  (237)  2,979   (941)

State

  207   759   (1,921)

Foreign

  703   195   (320)

Total deferred

  673   3,933   (3,182)

Income Tax Expense (Benefit)

 $31,319  $19,541  $19,471 

  

2013

  

2012

  

2011

 

Current:

            

Federal

 $13,305  $13,086  $(4,428)

State

  1,822   (1,433)  1,505 

Foreign

  125   57   107 

Total current

  15,252   11,710   (2,816)

Deferred:

            

Federal

  1,798   (20,896)  (1,432)

State

  669   591   1,369 

Foreign

  (23)  140   - 

Total deferred

  2,444   (20,165)  (63)

Income tax expense (benefit)

 $17,696  $(8,455) $(2,879)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

 

Expected income tax expense

 $17,561   35.0% $14,434   35.0% $9,228   35.0%

State income taxes, net of federal income tax

  1,467   2.9%  1,038   2.5%  750   2.8%

Valuation allowance

  631   1.3%  (21,237)  -51.5%  (12,672)  -48.1%

Section 199 Qualified Production Activities deduction

  (1,157)  -2.3%  (1,001)  -2.4%  (705)  -2.7%

Unrecognized tax expense (benefit)

  30   0.1%  (1,483)  -3.6%  490   1.9%

Other, net

  (836)  -1.7%  (206)  -0.5%  30   0.1%

Actual income tax expense (benefit)

 $17,696   35.3% $(8,455)  -20.5% $(2,879)  -10.9%


  

2016

  

2015

  

2014

 
                         

Expected Income Tax Expense

 $30,785   35.0% $19,839   35.0% $21,841   35.0%

State income taxes, net of federal income tax

  2,514   2.9%  1,597   2.8%  2,209   3.5%

Valuation allowance

  339   0.4%  409   0.7%  (1,540)  -2.5%

Section 199 Qualified Production Activities deduction

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

Unrecognized tax expense (benefit)

  (479)  -0.5%  (641)  -1.1%  (904)  -1.4%

Other, net

  (327)  -0.4%  (665)  -1.2%  (793)  -1.3%

Actual income tax expense (benefit)

 $31,319   35.6% $19,541   34.5% $19,471   31.2%

 

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

 

  

2016

  

2015

 

Deferred tax assets:

        

Employee compensation accruals

  4,343   4,555 

Stock based compensation

  2,665   2,639 

Deferred rent credits

  6,705   5,943 

Net operating loss carryforwards

  3,375   4,059 

Goodwill

  1,729   2,748 

Other, net

  2,659   3,241 

Total deferred tax assets

  21,476   23,185 

Less: Valuation allowance

  (2,155)  (1,816)

Net deferred tax assets

 $19,321  $21,369 

  

2013

  

2012

 

Deferred tax assets:

        

Accounts receivable

 $463  $470 

Employee compensation accruals

  5,057   6,321 

Stock based compensation

  2,342   2,617 

Deferred rent credits

  5,071   5,283 

Restructuring charges

  622   526 

Net operating loss carryforwards

  3,592   3,066 

Goodwill

  5,020   6,251 

Other, net

  3,053   3,829 

Total deferred tax assets

  25,220   28,363 

Less: Valuation allowance

  (2,948)  (2,317)

Net deferred tax assets

  22,272   26,046 

  

2016

  

2015

 

Deferred tax liabilities:

        

Property, plant and equipment

  654   1,358 

Intangible assets other than goodwill

  14,260   14,261 

Commissions

  3,478   3,999 

Other, net

  -   149 

Total deferred tax liability

  18,392   19,767 

Total net deferred tax asset

 $929  $1,602 

         

Deferred tax liabilities:

        

Inventories

  775   2,068 

Property, plant and equipment

  1,121   536 

Intangible assets other than goodwill

  14,264   14,264 

Commissions

  3,590   3,880 

Other, net

  20   22 

Total deferred tax liability

  19,770   20,770 

Net deferred tax asset

 $2,502  $5,276 

 

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

 

  

2016

  

2015

 

Current assets

 $3,174  $2,301 

Non-current assets

  3,001   3,932 

Current liabilities

  -   - 

Non-current liabilities

  5,246   4,631 

Total net deferred tax asset

 $929  $1,602 

  

2013

  

2012

 

Current assets

 $2,876  $2,147 

Non-current assets

  251   3,129 

Current liabilities

  -   - 

Non-current liabilities

  625   - 

Total net deferred tax asset

 $2,502  $5,276 

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We evaluate our deferred taxes to determine if the “more likely than not” standard of evidence has not been met thereby supporting the need for a valuation allowance.

A valuation allowance must be established for deferred tax assets when it is moreless than 50% likely than not that the assets will not be realized. During fiscal 2012, we released all of United States federal and Canadian valuation allowance against net deferred tax assets established during the fourth quarter of fiscal 2010. We recorded a tax benefit of $21.6 million for the reversal of the valuation allowance against those assets, with a non-cash benefit to earnings in the quarter ended March 31, 2012. We retained a valuation allowance against various foreign, state and local deferred tax assets in our retail segment. At June 30 2013of 2016 and 2015, such an allowance was in place against the Belgian foreign tax assets, and at June 30, 2016 this valuation allowance was approximately $2.9$2.2 million.


 

The Company’s deferred income tax assets at June 30, 20132016 with respect to the net operating losses expire as follows (in thousands):

 

  

Deferred

Income

Tax Assets

  

Net Operating

Loss

Carryforwards

 

United States (State), expiring between 2013 and 2032

 $2,398  $51,808 

Foreign, Expiring between 2029 and 2030

  1,194   3,880 

  

Deferred

   

Net Operating

 
  

Income

   

Loss

 
  

Tax Assets

   

Carryforwards

 

United States (State), expiring between 2017 and 2032

 $1,086   $24,130 

Foreign, Expiring in 2034

  2,289 

 

  6,809 

 

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

 

Uncertain Tax Positions

 

We recognize interest and penalties related to income tax matters as a component of income tax expense. If the $6.8$2.2 million of unrecognized tax benefits and related interest and penalties as of June 30, 20132016 were recognized, approximately $4.2$1.4 million would be recorded as a benefit to income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits including related interest and penalties as of June 30, 20132016 and 20122015 is as follows (in thousands):

 

 

2013

  

2012

  

2016

  

2015

 

Beginning balance

 $7,369  $11,027  $3,117  $4,699 

Additions for tax positions taken

  1,227   1,074   776   568 

Reductions for tax positions of prior years

  (1,351)  (3,543)

Reductions for tax positions taken in prior years

  (1,530)  (1,555)

Settlements

  (402)  (1,189)  (193)  (596)

Ending balance

 $6,843  $7,369  $2,170  $3,117 

 

It is reasonably possible that various issues relating to approximately $3.2$0.4 million of the total gross unrecognized tax benefits as of June 30, 20132016 will be resolved within the next twelve months as exams are completed or statutes expire. If recognized, approximately $2.0$0.3 million of unrecognized tax benefits would reduce our tax expense in the period realized. However, actual results could differ from those currently anticipated.

 

The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by the taxing authorities in such major jurisdictions as the U.S. Canada, Mexico, Belgium and Honduras. As of June 30, 2013,2016, the Company and certain subsidiaries are currently under audit from 20062010 through 20102015 in the U.S. While the amount of uncertain tax benefits with respect to the entities and years under audit may change within the next twelve months, it is not anticipated that any of the changes will be significant.

 

(12)     Employee Retirement Programs

 

The Ethan Allen Retirement Savings Plan

The Ethan Allen Retirement Savings Plan (the "Savings Plan") is a defined contribution plan, which is offered to substantially all of our employees who have completed three consecutive months of service regardless of hours worked. We may, at our discretion, make a matching contribution to the 401(k) portion of the Savings Plan on behalf of each participant. Total 401(k) Company match expense amounted to $2.9$3.4 million in 2013, $2.62016, $3.3 million in 2012,2015, and $2.5$2.8 million in 2011.2014. The contribution was made entirely in cash in 2013,2016, 2015 and 2012 and half in cash and half in shares of the Company’s common stock in 2011.2014.

  

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES 

 

Other Retirement Plans and Benefits

Ethan Allen provides additional benefits to selected members of senior and middle management in the form of previously entered deferred compensation arrangements and a management cash bonus and other incentive programs. The total cost of these benefits was $3.4$3.6 million, $2.7$3.7 million, and $1.1$3.5 million in 2013, 20122016, 2015 and 2011,2014, respectively.

 

(13)     Litigation

Environmental Matters

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

 

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

  

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

 

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

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(14)     Accumulated Other Comprehensive Income

 

The following table sets forth the activity in accumulated other comprehensive income for the fiscal year ended June 30, 20132016 (in thousands):

 

  

 

Foreign

currency

translation

adjustments

  

Derivative

instruments

  

Unrealized

gains and

losses on

investments

  

Total

  

Foreign

 

Balance June30, 2012

 $1,253  $(119) $7  $1,141 
 

currency

 
 

translation

 
 

adjustments

 

Balance June 30, 2015

 $(2,638)

Changes before reclassifications

Changes before reclassifications

 $(506) $-  $(1) $(507)  (2,208)

Amounts reclassified from accumulatedother comprehensive income

Amounts reclassified from accumulatedother comprehensive income

 $-  $50  $-  $50   - 

Current period other comprehensive income

Current period other comprehensive income

 $(506) $50  $(1) $(457)  (2,208)

Balance June30, 2013

 $747  $(69) $6  $684 

Balance June 30, 2016

 $(4,846)

 

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

 


(15)     Segment Information

 

Our operations are classified into two operating segments: wholesale and retail. These operating segments represent strategic business areas which, although they operate separately and provide their own distinctive services, enable us to more effectively offer our complete line of home furnishings and accessories.accents.

 

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

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

 

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

 

We evaluate performance of the respective segments based upon revenues and operating income. While the manner in which our home furnishings and accessoriesaccents are marketed and sold is consistent, the nature of the underlying recorded sales (i.e. wholesale versus retail) and the specific services that each operating segment provides (i.e. wholesale manufacturing, sourcing, and distribution versus retail selling) are different. Within the wholesaleeach segment, we maintain revenue information according to each respective product line (i.e. case goods, upholstery, or home accessoriesaccents and other). The allocation of retail sales by product line generally follows that of the wholesale segment (see the product line table below). A breakdown of wholesale sales by product line for each of the last three fiscal years ended June 30 is provided below:

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2013

  

2012

  

2011

  

2016

  

2015

  

2014

 

Case Goods

  37%  38%  39%  32%  34%  36%

Upholstered Products

  48%  44%  46%  51%  48%  48%

Home Accessories and Other

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

  

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

A breakdown of retail sales by product line for each of the last three fiscal years ended June 30 is provided below:

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Case Goods

  30%  32%  33%

Upholstered Products

  48%  45%  45%

Home Accents and Other

  22%  23%  22%
   100%  100%  100%

Information for each of the last three fiscal years ended June 30 is provided below (in thousands):

 

  

2016

  

2015

  

2014

 

Net sales:

            

Wholesale segment

 $491,467  $469,384  $453,607 

Retail segment

  626,511   579,713   580,739 

Elimination of inter-company sales

  (323,776)  (294,497)  (287,687)

Consolidated Total

 $794,202  $754,600  $746,659 
             

Operating income (loss):

            

Wholesale segment

 $74,412  $66,988  $57,816 

Retail segment

  16,450   1,726   10,515 

Adjustment of inter-company profit (1)

  (1,683)  (2,780)  1,305 

Consolidated Total

 $89,179  $65,934  $69,636 
             

Depreciation & Amortization:

            

Wholesale segment

 $7,587  $8,044  $7,887 

Retail segment

  11,766   11,098   10,043 

Consolidated Total

 $19,353  $19,142  $17,930 
             

Capital expenditures:

            

Wholesale segment

 $12,446  $9,427  $11,013 

Retail segment

  10,521   10,360   8,292 

Acquisitions

  165   1,991   - 

Consolidated Total

 $23,132  $21,778  $19,305 

  

2013

  

2012

  

2011

 

Net sales:

            

Wholesale segment

 $434,439  $456,915  $422,946 

Retail segment

  578,284   559,417   505,910 

Elimination of inter-company sales

  (283,640)  (286,959)  (249,896)

Consolidated Total

 $729,083  $729,373  $678,960 
             

Operating income (loss):

            

Wholesale segment

 $50,843  $64,436  $49,898 

Retail segment

  8,016   (11,522)  (15,344)

Adjustment of inter-company profit (1)

  1,578   (3,217)  (2,621)

Consolidated Total

 $60,437  $49,697  $31,933 
             

Depreciation & Amortization:

            

Wholesale segment

 $8,166  $7,525  $9,199 

Retail segment

  9,842   11,056   11,617 

Consolidated Total

 $18,008  $18,581  $20,816 
             

Capital expenditures:

            

Wholesale segment

 $7,024  $12,168  $6,604 

Retail segment

  11,981   10,716   2,490 

Acquisitions

  770   520   2,957 

Consolidated Total

 $19,775  $23,404  $12,051 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

  

June 30

  

June 30

  

June 30

 
  

2016

  

2015

  

2014

 

Total Assets:

            

Wholesale segment

 $271,116  $295,949  $339,271 

Retail segment

  339,942   341,886   344,025 

Inventory profit elimination (2)

  (33,649)  (31,858)  (28,862)

Consolidated Total

 $577,409  $605,977  $654,434 

  

June 30

2013

  

June 30

2012

  

June 30

2011

 

Total Assets:

            

Wholesale segment

 $291,942  $309,573  $309,081 

Retail segment

  355,233   366,594   347,044 

Inventory profit elimination (2)

  (29,890)  (31,379)  (27,800)

Consolidated Total

 $617,285  $644,788  $628,325 

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

(2)

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

Our international net sales are comprised of our wholesale segment sales to independent retailers and our retail segment inventory that has not yet been realized. These profits are realized whensales to consumers through the related inventory is sold.

Company operated design centers. The number of independent retailinternational design centers, located outside the United States, and the related net sales to these foreign independent retailers as a percent of our consolidated net sales is shown in the following table.

 

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Independent design centers

  103   97   91 

Company operated design centers

  6   7   8 

Total international design centers

  109   104   99 
             

Percentage of consolidated net sales

  9.2%  11.6%  10.6%

  

Fiscal Year Ended June 30,

 
  

2013

  

2012

  

2011

 

Design centers

  86   87   70 

Net sales percentage

  5.1%  6.6%  6.3%


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(16) Selected Quarterly Financial Data (Unaudited)

 

Tabulated below is selected financial data for each quarter of the fiscal years ended June 30, 2013, 2012,2016, 2015, and 20112014 (in thousands, except per share data):

 


  

Quarter Ended

 
  

September 30

  

December 31

  

March 31

  

June 30

 

Fiscal 2016:

                

Net Sales

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

Gross profit

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

Net income

  13,147   16,534   10,178   16,778 

Earnings per basic share

  0.46   0.58   0.37   0.60 

Earnings per diluted share

  0.46   0.58   0.36   0.60 

Dividends declared per common share

  0.14   0.14   0.17   0.17 
                 

Fiscal 2015:

                

Net Sales

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

Gross profit

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

Net income

  11,879   10,038   2,536   12,689 

Earnings per basic share

  0.41   0.35   0.09   0.44 

Earnings per diluted share

  0.41   0.34   0.09   0.44 

Dividends declared per common share

  0.12   0.12   0.12   0.14 
                 

Fiscal 2014:

                

Net Sales

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

Gross profit

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

Net income

  9,034   11,555   5,258   17,084 

Earnings per basic share

  0.31   0.40   0.18   0.59 

Earnings per diluted share

  0.31   0.39   0.18   0.58 

Dividends declared per common share

  0.10   0.10   0.10   0.10 

 

  

Quarter Ended

 
  

September 30

  

December 31

  

March 31

  

June 30

 

Fiscal 2013:

                

Net Sales

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

Gross profit

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

Net income

  10,064   9,846   4,374   8,194 

Earnings per basic share

  0.35   0.34   0.15   0.28 

Earnings per diluted share

  0.35   0.34   0.15   0.28 

Dividends declared per common share

  0.09   0.50   0.09   0.09 
                 

Fiscal 2012:

                

Net Sales

 $184,921  $183,275  $175,861  $185,316 

Gross profit

  97,885   98,219   94,275   99,909 

Net income

  6,770   8,077   27,548   7,299 

Earnings per basic share

  0.24   0.28   0.95   0.25 

Earnings per diluted share

  0.23   0.28   0.94   0.25 

Dividends declared per common share

  0.07   0.07   0.07   0.09 
                 

Fiscal 2011:

                

Net Sales

 $164,841  $173,345  $162,822  $177,952 

Gross profit

  82,381   89,861   83,069   94,149 

Net income

  3,813   14,744   3,518   7,175 

Earnings per basic share

  0.13   0.51   0.12   0.25 

Earnings per diluted share

  0.13   0.51   0.12   0.25 

Dividends declared per common share

  0.05   0.05   0.05   0.07 

(17)     Financial Instruments

 

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

 

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

 

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

 

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

  


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis


 

The following table presents our assets and liabilities measured at fair value on a recurring basis at June 30, 20132016 and June 30, 2012 (in2015

(in thousands):

 

 

June 30, 2013

 

June 30, 2016

June 30, 2016

 
 

Level 1

  

Level 2

  

Level 3

  

Balance

  

Level 1

  

Level 2

  

Level 3

  

Balance

 

Cash equivalents

 $88,034  $-  $-  $88,034  $60,479  $-  $-  $60,479 

Available-for-sale securities

  -   15,529   -   15,529   -   -   -   - 

Total

 $88,034  $15,529  $-  $103,563  $60,479  $-  $-  $60,479 

 

 

June 30, 2012

 

June 30, 2015

June 30, 2015

 
 

Level 1

  

Level 2

  

Level 3

  

Balance

  

Level 1

  

Level 2

  

Level 3

  

Balance

 

Cash equivalents

 $95,137  $-  $-  $95,137  $84,192  $-  $-  $84,192 

Available-for-sale securities

  -   9,005   -   9,005   -   2,198   -   2,198 

Total

 $95,137  $9,005  $-  $104,142  $84,192  $2,198  $-  $86,390 

 

Cash equivalents consist of money market accounts, and mutual funds in U.S. government and agency fixed income securities. We use quoted prices in active markets for identical assets or liabilities to determine fair value. There were no transfers between level 1 and level 2 during fiscal years 20132016 or 2012.2015. At June 30, of 20132016 and 2012, $15.42015, $7.8 million and $8.0 million, respectively, of cash equivalents were restricted and classified as a long-term asset.

 

At June 30, 2013We did not hold any available-for-sale securities consist of $14.0 million of U.S. municipal bonds and $1.5 million of corporate bonds, and at June 30, 2012,2016 as all municipal bonds matured and the proceeds were transferred to our operating cash accounts. As of June 30, 2015, available for sale securities consisted of $7.5$2.2 million in U.S. municipal bonds, and $1.5 million of corporate bonds. All securities in both years havewith maturities of less than two years, and arewere rated A/A2 or better by S&P/Moody’s respectively. There were no material gross unrealized gains or losses on available-for-sale securities at June 30, 20132016 or June 30, 2012.

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

  

Amortized

Cost Basis

  

Fair

Value

 

2013

 $15,314  $15,529 

2012

 $8,862  $9,005 
2015.

 

The contractual maturities of our available-for-sale investments as of June 30, 2013 and 20122015 were as follows (in thousands):

 

June 30, 2013 

June 30, 2015

June 30, 2015

 
     

Amortized

  

Estimated

 
 

Cost

  

Estimated

Fair Value

  

Cost

  

Cost

  

Fair Value

 

Due in one year or less

 $13,213  $13,067  $2,296  $2,155  $2,198 

Due after one year through five years

 $2,463  $2,462  $-      $- 

 

June 30, 2012

 
  

Cost

  

Estimated

Fair Value

 

Due in one year or less

 $6,999  $6,862 

Due after one year through five years

 $2,130  $2,143 

ProceedsThere were no proceeds from sales of investments available for sale were $11.2 million in fiscal 20132016 and $7.2$15.4 million during fiscal 2012,2015, resulting in no material gain or loss in either period. There were no investments that have been in a continuous loss position for more than one year, and there have been no other-than-temporary impairments recognized.


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets, including our cost and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2013,2015, we did not record any other-than-temporary impairments on thosedetermined that certain long-lived assets required to be measuredof our retail design centers in Belgium were impaired, and an impairment charge of $0.8 million was recorded at fair value on a nonrecurring basis. See also Note 18, “Restricted Cash and Investments”.that time.

  


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(18)Restricted Cash and Investments

 

At both June 30, 20132016 and 20122015 we held $15.4$7.8 million and $8.0 million, respectively, of cash and investments in lieu of providing letters of credit for the benefit of the provider of our workmen’s compensation and other insurance liabilities, and for the benefit of the issuer of our private label credit cards to ensure funding for delivery of products sold.liabilities. These restricted funds, which can be invested by us in money market mutual funds, and U.S. Treasuries and U.S. Government agency fixed income instruments with maturities of two years or less, cannot be withdrawn from our account without the prior written consent of the secured parties. These restricted funds are classified as long-term assets because they are not expected to be used within one year to fund operations. See also Note 17, “Financial Instruments”.

 

(19)     Subsequent Events

 

None.

(20)     Financial Information About the Parent, the Issuer and the Guarantors

 

On September 27, 2005, Global (the “Issuer”) issued $200 million aggregate principal amount of Senior Notes which have been guaranteed on a senior basis by Interiors (the “Parent”),

(20)     Valuation and other wholly owned domestic subsidiaries of the Issuer and the Parent, including Ethan Allen Retail, Inc., Ethan Allen Operations, Inc., Ethan Allen Realty, LLC, Lake Avenue Associates, Inc. and Manor House, Inc. The subsidiary guarantors (other than the Parent) are collectively called the “Guarantors”. The guarantees of the Guarantors are unsecured. All of the guarantees are full, unconditional and joint and several and the Issuer and each of the Guarantors are 100% owned by the Parent. Our other subsidiaries which are not guarantors are called the “Non-Guarantors”.

The following tables set forth the condensed consolidating balance sheets as of June 30, 2013 and June 30, 2012, the condensed consolidating statements of operations for the twelve months ended June 30, 2013, 2012 and 2011, and the condensed consolidating statements of cash flows for the twelve months ended June 30, 2013, 2012 and 2011 of the Parent, the Issuer, the Guarantors and the Non-Guarantors.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESQualifying Accounts

CONDENSED CONSOLIDATING BALANCE SHEET

(In thousands)

June 30, 2013

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Assets

                        

Current assets:

                        

Cash and cash equivalents

 $-  $57,307  $12,463  $2,831  $- ��$72,601 

Marketable securities

  -   15,529   -   -   -   15,529 

Accounts receivable, net

  -   12,061   212   4   -   12,277 

Inventories

  -   -   161,683   5,463   (29,890)  137,256 

Prepaid expenses and other current assets

  -   9,882   11,275   1,750   -   22,907 

Intercompany receivables

  -   831,238   302,577   (3,726)  (1,130,089)  - 

Total current assets

  -   926,017   488,210   6,322   (1,159,979)  260,570 

Property, plant and equipment, net

  -   9,432   265,698   16,542   -   291,672 

Goodwill and other intangible assets

  -   37,905   7,223   -   -   45,128 

Restricted cash and investments

  -   15,433   -   -   -   15,433 

Other assets

  -   2,188   1,488   806   -   4,482 

Investment in affiliated companies

  686,451   (111,647)  -   -   (574,804)  - 

Total assets

 $686,451  $879,328  $762,619  $23,670  $(1,734,783) $617,285 

Liabilities and Shareholders’ Equity

                        

Current liabilities:

                        

Current maturities of long-term debt

 $-  $-  $480  $-  $-  $480 

Customer deposits

  -   -   56,030   3,068   -   59,098 

Accounts payable

  -   7,390   15,097   508   -   22,995 

Accrued expenses and other current liabilities

  2,720   29,710   16,683   1,253   -   50,366 

Intercompany payables

  349,374   (7,460)  766,039   22,136   (1,130,089)  - 

Total current liabilities

  352,094   29,640   854,329   26,965   (1,130,089)  132,939 

Long-term debt

  -   129,152   1,657   -   -   130,809 

Other long-term liabilities

  -   4,492   14,355   333   -   19,180 

Total liabilities

  352,094   163,284   870,341   27,298   (1,130,089)  282,928 

Shareholders’ equity

  334,357   716,044   (107,722)  (3,628)  (604,694)  334,357 

Total liabilities and shareholders’ equity

 $686,451  $879,328  $762,619  $23,670  $

(1,734,783

) $617,285 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

(In thousands)

June 30, 2012

 
  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Assets

                        

Current assets:

                        

Cash and cash equivalents

 $-  $64,946  $12,276  $2,499  $-  $79,721 

Marketable securities

  -   9,005   -   -   -   9,005 

Accounts receivable, net

  -   14,648   263   8   -   14,919 

Inventories

  -   -   182,382   4,736   (31,379)  155,739 

Prepaid expenses and other current assets

  -   6,191   14,689   2,528   -   23,408 

Intercompany receivables

  -   829,913   273,536   (8,515)  (1,094,934)  - 

Total current assets

  -   924,703   483,146   1,256   (1,126,313)  282,792 

Property, plant and equipment, net

  -   9,078   272,228   14,389   -   295,695 

Goodwill and other intangible assets

  -   37,905   7,223   -   -   45,128 

Restricted cash and investments

  -   15,416   -   -   -   15,416 

Other assets

  -   4,948   809   -   -   5,757 

Investment in affiliated companies

  652,868   (108,864)  -   -   (544,004)  - 

Total assets

 $652,868  $883,186  $763,406  $15,645  $(1,670,317) $644,788 

Liabilities and Shareholders’ Equity

                        

Current liabilities:

                        

Current maturities of long-term debt

 $-  $-  $250  $-  $-  $250 

Customer deposits

  -   -   62,479   2,986   -   65,465 

Accounts payable

  -   7,126   19,695   494   -   27,315 

Accrued expenses and other current liabilities

  2,713   35,752   18,537   1,045   -   58,047 

Intercompany payables

  328,287   327   756,513   9,807   (1,094,934)  - 

Total current liabilities

  331,000   43,205   857,474   14,332   (1,094,934)  151,077 

Long-term debt

  -   152,986   1,264   -   -   154,250 

Other long-term liabilities

  -   3,641   13,874   78   -   17,593 

Total liabilities

  331,000   199,832   872,612   14,410   (1,094,934)  322,920 

Shareholders’ equity

  321,868   683,354   (109,206)  1,235   (575,383)  321,868 

Total liabilities and shareholders’ equity

 $652,868  $883,186  $763,406  $15,645  $(1,670,317) $644,788 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(In thousands)

Year Ended June 30, 2013

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net sales

 $-  $434,741  $796,194  $38,181  $(540,033) $729,083 

Cost of sales

  -   327,723   520,570   23,963   (541,522)  330,734 

Gross profit

  -   107,018   275,624   14,218   1,489   398,349 
                         

Selling, general and administrative expenses

  180   46,620   272,794   18,318   -   337,912 

Operating income (loss)

  (180)  60,398   2,830   (4,100)  1,489   60,437 
                         

Interest and other miscellaneous income, net

  32,658   (4,229)  38   (75)  (29,877)  (1,485)

Interest and other related financing costs

  -   8,709   69   -   -   8,778 

Income before income tax expense

  32,478   47,460   2,799   (4,175)  (28,388)  50,174 

Income tax expense (benefit)

  -   16,291   1,320   85   -   17,696 
                         

Net income/(loss)

 $32,478  $31,169  $1,479  $(4,260) $(28,388) $32,478 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(In thousands)

Year Ended June 30, 2012

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net sales

 $-  $456,895  $787,295  $33,417  $(548,234) $729,373 

Cost of sales

  -   341,365   523,064   19,311   (544,655)  339,085 

Gross profit

  -   115,530   264,231   14,106   (3,579)  390,288 
                         

Selling, general and administrative expenses

  180   45,690   280,480   14,241   -   340,591 

Operating income (loss)

  (180)  69,840   (16,249)  (135)  (3,579)  49,697 
                         

Interest and other miscellaneous income, net

  49,874   (15,403)  216   17   (34,142)  562 

Interest and other related financing costs

  -   8,997   23   -   -   9,020 

Income before income tax expense

  49,694   45,440   (16,056)  (118)  (37,721)  41,239 

Income tax expense (benefit)

  -   (8,013)  (523)  81   -   (8,455)
                         

Net income/(loss)

 $49,694  $53,453  $(15,533) $(199) $(37,721) $49,694 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(In thousands)

Year Ended June 30, 2011

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net sales

 $-  $423,458  $718,660  $29,861  $(493,019) $678,960 

Cost of sales

  -   321,706   481,814   16,198   (490,218)  329,500 

Gross profit

  -   101,752   236,846   13,663   (2,801)  349,460 
                         

Selling, general and administrative expenses

  180   43,791   260,665   12,891   -   317,527 

Operating income (loss)

  (180)  57,961   (23,819)  772   (2,801)  31,933 
                         

Interest and other miscellaneous income, net

  29,430   (17,842)  232   5   (6,261)  5,564 

Interest and other related financing costs

  -   10,847   279   -   -   11,126 

Income before income tax expense

  29,250   29,272   (23,866)  777   (9,062)  26,371 

Income tax expense (benefit)

  -   (2,959)  -   80   -   (2,879)
                         

Net income/(loss)

 $29,250  $32,231  $(23,866) $697  $(9,062) $29,250 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In thousands)

Year Ended June 30, 2013

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net cash provided by operating activities

 $20,821  $24,720  $12,336  $3,424  $-  $61,301 

Cash flows from investing activities:

                        

Capital expenditures

  -   (1,320)  (14,847)  (2,838)  -   (19,005)

Acquisitions

  -   -   (770)  -   -   (770)

Proceeds from the disposal of property, plant andequipment

  -   61   3,222   -   -   3,283 

Change in restricted cash and investments

  -   (17)  -   -   -   (17)

Purchase of marketable securities

  -   (18,247)  -   -   -   (18,247)

Proceeds from the sale of marketable securities

  -   11,165   -   -   -   11,165 

Other

  -   1,440   550   -   -   1,990 

Net cash used in investing activities

  -   (6,918)  (11,845)  (2,838)  -   (21,601)
                         

Cash flows from financing activities:

                        

Payments on long-term debt

  -   (25,800)  (304)  -   -   (26,104)

Purchases and other retirements of company stock

  -   -   -   -   -   - 

Dividends paid

  (22,220)  -   -   -   -   (22,220)

Other

  1,399   359   -   -   -   1,758 

Net cash used in financing activities

  (20,821)  (25,441)  (304)  -   -   (46,566)
                         

Effect of exchange rate changes on cash

  -   -   -   (254)  -   (254)
                         

Net increase (decrease) in cash and cash equivalents

  -   (7,639)  187   332   -   (7,120)
                         

Cash and cash equivalents – beginning of period

  -   64,946   12,276   2,499   -   79,721 
                         

Cash and cash equivalents – end of period

 $-  $57,307  $12,463  $2,831  $-  $72,601 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In thousands)

Year Ended June 30, 2012

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net cash provided by operating activities

 $9,187  $3,939  $18,441  $6,134  $-  $37,701 

Cash flows from investing activities:

                        

Capital expenditures

  -   (1,952)  (15,721)  (5,211)  -   (22,884)

Acquisitions

  -   -   (520)  -   -   (520)

Proceeds from the disposal of property, plant andequipment

  -   12   1,861   -   -   1,873 

Change in restricted cash and investments

  -   975   -   -   -   975 

Purchase of marketable securities

  -   (3,647)  -   -   -   (3,647)

Proceeds from the sale of marketable securities

  -   7,230   -   -   -   7,230 

Other

  -   305   511   -   -   816 

Net cash provided by (used in) investing activities

  -   2,923   (13,869)  (5,211)  -   (16,157)
                         

Cash flows from financing activities:

                        

Payments on long-term debt

  -   (11,917)  (287)  -   -   (12,204)

Purchases and other retirements of company stock

  (1,350)  -   -   -   -   (1,350)

Dividends paid

  (8,062)  -   -   -   -   (8,062)

Other

  225   238   275   -   -   738 

Net cash used in financing activities

  (9,187)  (11,679)  (12)  -   -   (20,878)
                         

Effect of exchange rate changes on cash

  -   -   -   536   -   536 
                         

Net increase (decrease) in cash and cash equivalents

  -   (4,817)  4,560   1,459   -   1,202 
                         

Cash and cash equivalents – beginning of period

  -   69,763   7,716   1,040   -   78,519 
                         

Cash and cash equivalents – end of period

 $-  $64,946  $12,276  $2,499  $-  $79,721 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In thousands)

Year Ended June 30, 2011

  

Parent

  

Issuer

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 

Net cash provided by operating activities

 $11,055  $38,590  $10,672  $2,845  $-  $63,162 

Cash flows from investing activities:

                        

Capital expenditures

  -   (1,182)  (5,017)  (2,895)  -   (9,094)

Acquisitions

  -   -   (2,957)  -   -   (2,957)

Proceeds from the disposal of property, plant andequipment

  -   -   3,196   -   -   3,196 

Change in restricted cash and investments

  -   927   -   -   -   927 

Purchase of marketable securities

  -   (9,466)  -   -   -   (9,466)

Proceeds from the sale of marketable securities

  -   7,319   -   -   -   7,319 

Other

  -   432   -   -   -   432 

Net cash used in investing activities

  -   (1,970)  (4,778)  (2,895)  -   (9,643)
                         

Cash flows from financing activities:

                        

Payments on long-term debt

  -   (33,989)  (3,898)  -   -   (37,887)

Purchases and other retirements of company stock

  (5,377)  -   -   -   -   (5,377)

Dividends paid

  (5,754)  -   -   -   -   (5,754)

Other

  76   (137)  -   -   -   (61)

Net cash used in financing actvities

  (11,055)  (34,126)  (3,898)  -   -   (49,079)
                         

Effect of exchange rate changes on cash

  -   -   -   227  ��-   227 
                         

Net increase in cash and cash equivalents

  -   2,494   1,996   177   -   4,667 
                         

Cash and cash equivalents – beginning of period

  -   67,269   5,720   863   -   73,852 
                         

Cash and cash equivalents – end of period

 $-  $69,763  $7,716  $1,040  $-  $78,519 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(21)     VALUATION AND QUALIFYING ACCOUNTS

 

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

 

  

Balance at

Beginning

of Period

  

Additions

(Reductions)

Charged to

Income

  

Adjustments

and/or

Deductions

  

Balance at

End of

Period

 

Accounts Receivable:

                

Sales discounts, sales returns andallowance for doubtful accounts:

                
                 

June 30, 2013

 $1,250  $(20) $-  $1,230 

June 30, 2012

 $1,171  $9  $70  $1,250 

June 30, 2011

 $1,160  $11  $-  $1,171 
                 

Inventory:

                

Inventory valuation allowance:

                
                 

June 30, 2013

 $2,651  $61  $-  $2,712 

June 30, 2012

 $1,716  $935  $-  $2,651 

June 30, 2011

 $2,072  $(356) $-  $1,716 

      

Additions

         
  

Balance at

  

(Reductions)

  

Adjustments

  

Balance at

 
  

Beginning

  

Charged to

  

and/or

  

End of

 
  

of Period

  

Income

  

Deductions

  

Period

 

Accounts Receivable:

                

Sales discounts, sales returns andallowance for doubtful accounts:

                

June 30, 2016

 $1,386  $253  $-  $1,639 

June 30, 2015

  1,442   (56)  -   1,386 

June 30, 2014

 $1,230  $212  $-  $1,442 

 

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

 

No changes in, or disagreements with, accountants as a result of accounting or financial disclosure matters, occurred during fiscal years 2013, 2012 or 2011.None.

 

Item 9A. Controls and Procedures

 

Management's Report on Disclosure Controls and Procedures

 

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

We carried out an evaluation, under the supervision and with the participation of our management, including the CEO and the CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the CEO and VPFCFO have concluded that, as of June 30, 2013,2016, our disclosure controls and procedures were effective in ensuring that material information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in our periodic reports filed or submitted underto the Exchange ActSEC is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the CEO and VPF,CFO, as appropriate, to allow timely decisions regarding required disclosure.

  


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Management's Report on Internal Control over Financial Reporting

 

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

Our internal control over financial reporting includes those policies and VPF, we conducted an evaluationprocedures that:

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

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

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.


Management has assessed the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework
)(2013 framework). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2013.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES2016 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of June 30, 2013,2016, as stated in their report included under Item 8 of this Annual Report.

 

Changes in Internal Control over Financial Reporting

 

There have been noDuring fiscal 2016, we adopted the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control–Integrated Framework to review, document and test our internal control over financial reporting. We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. These efforts may lead to various changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

 

None.


PART III

 

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 will appear in theis incorporated by reference to Ethan Allen Interiors Inc. proxy statement for the Annual Meeting of Shareholders scheduled to be held on November 19, 201316, 2016 (the "Proxy Statement"). The Proxy Statement, which will to be filed with the SEC pursuant to Regulation 14A underwithin 120 days after the Securities Exchange Actend of 1934, is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934). In addition, the information set forth below is provided as required by Item 10 and the listing standards of the New York Stock Exchange ("NYSE").our 2016 fiscal year.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Code of Ethics

 

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

 

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

 

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

 

Identification of Executive Officers

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

Audit Committee Financial Expert

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

James B. Carlson

Clinton A. Clark

Kristin GambleDomenick J. Esposito

Dr. James W. Schmotter

Don M. Wilson, III


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

 


The remaining information required by this Item will be included in and is incorporated herein by reference from our definitive proxy statement for our 2016 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our 2016 fiscal year, or our 2016 Proxy Statement.

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESItem 11. Executive Compensation


The information required by this Item will be included in and is incorporated herein by reference from our 2016 Proxy Statement.

 

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

NYSE Certification

Mr. Kathwari, Chief Executive Officer and President, has certified
The information required by this Item is incorporated by reference to the NYSE, pursuant to Section 303A.12sections entitled ["Equity Compensation Plan Information"] and ["Security Ownership of Common Stock of Certain Owners and Management"] in the NYSE’s Listing Company Manual, that he is unaware of any violation by the Company of the NYSE’s corporate governance listing standards.2016 Proxy Statement.

 

PART IVItem 13.Certain Relationships and Related Transactions, and Director Independence


The information required by this Item is incorporated by reference to the section entitled ["Certain Relationships and Related Party Transactions"] and ["Corporate Governance —Director Independence "] in the 2016 Proxy Statement.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 14.Principal Accounting Fees and Services


The information required by this item is incorporated by reference to the sections entitled ["Audit Fees"]
and ["Audit and Non-Audit Engagement Pre-Approval Policy "] in the 2016 Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

 

I.               Listing of Documents

 

(a)(1)

Financial Statements.Statements. Our Consolidated Financial Statements, included under Item 8 hereof, as required at June 30, 20132016 and 2012,2015, and for the years ended June 30, 2013, 20122016, 2015 and 20112014 consist of the following:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedule. The financial statement schedules listed in Rule 5.04 of Regulation S-X have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

   
 (3) Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
(a)(2)Financial Statement Schedules. None.
(b)The following Exhibits are filed as part of this report on Form 10-K:

  

 

Exhibit

Number 

Exhibit

 

3 (a)

Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(c) to the Registration Statement on Form S-1dated as of the Company filed with the SEC on March 16, 1993)

3 (a)-1

23, 1993, Certificate of Amendment to Restated Certificate of Incorporation dated as of August 5, 1997, Second Certificate of Amendment to Restated Certificate of Incorporation dated as of March 27, 1998, Third Certificate of Amendment to Restated Certificate of Incorporation dated as of April 28, 1999, Fourth Amendment to Restated Certificate of Incorporation dated as of December 5, 2013, Fifth Amendment to Restated Certificate of Incorporation dated as of December 11, 2015 (incorporated by reference to Exhibit 3(c)-2 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 13, 1999)January 27, 2016)

 

3 (a)-2

Second Certificate of Amendment to Restated Certificate of Incorporation as of March 27, 1998 (incorporated by reference to Exhibit 3(c)-3 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 13, 1999)

3 (a)-3

Third Certificate of Amendment to Restated Certificate of Incorporation as of April 28, 1999 (incorporated by reference to Exhibit 3(c)-4 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 13, 1999)

 

3 (b)

Certificate of DesignationDesignations relating to the New Convertible Preferred Stock (incorporateddated as of March 23, 1993(incorporated by reference to Exhibit 3(b) to the Registration StatementAnnual Report on Form S-110‐K of the CompanytheCompany filed with the SEC on March 16, 1993)August 8, 2012)

 

3 (c)

Certificate of Designation relating to theDesignations of Series C Junior Participating Preferred Stock dated as of July 3, 1996, and Certificate of Amendment of Certificate of Designations of Series C Junior Participating Preferred Stock dated as of December 27, 2004 (incorporated by reference to Exhibit 13(c) to the Annual Report on Form 8-A10‐K of the Company filed with the SEC on July 3, 1996)August 8, 2012)

 

3 (c)-1

Certificate of Amendment of Certificate of Designation of Series C Junior Participating Preferred Stock (incorporated by reference to Exhibit 3(c)-1 to the Annual Report on Form 10-K of the Company filed with the SEC on September 13, 2005

 

3 (d)

Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3(d) to the Registration Statement on Form S-1 of the Company filed with the SEC on March 16, 1993)

 

3 (e)

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

3 (f)

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

3 (g)

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

 

3 (g)-1

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

 

3 (h)

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

 

3 (i)

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

 

3 (i)-1

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

 

3 (j)

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

 

3 (k)

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

 

3 (l)

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

 

3 (l)-1

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

 

3 (m)

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

 

3 (n)

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

 

3 (o)

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

 

3 (p)

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

4 (a)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

4 (b)

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

4 (c)

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

 

10 (a)

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

10 (b)

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

 

10 (c)

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

 

10 (d)

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

 

10 (d)-1

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

 

10 (d)-2

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

 

10 (d)-3

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

10 (d)-4

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

10 (d)-5

Fifth Amendment to Second Amended and Restated Private Label Consumer Credit Card Program Agreement effective as of July 1, 2015, by and between Ethan Allen Global, Inc., Ethan Allen Retail, Inc., and Synchrony Bank  (incorporated by reference to Exhibit 10.(D)‐5 to the Annual Report on Form 10‐K of the Company filed with the SEC on August 12, 2015)

 

10 (e)

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

10(e)-1

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

10 (e)-1

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

10 (e)-2

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

 

10 (f)-1

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

 

10 (f)-2

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

 

10 (f)-3

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

10 (f)-4

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

10 (f)-5

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

10 (f)-6

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

 

10 (g)

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

10 (g)-1

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

 

10 (g)-2

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

10 (g)-3

Form of Restricted Stock Agreement for Executives (incorporated by reference to Exhibit 10(f)-1 to the Current Report on Form 10-88-K of the Company filed with the SEC on November 19, 20072007)

 

10 (g)-4

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

 

10 (h)(g)-5

Purchase Agreement dated September 22, 2005, by and between Ethan Allen Global, Inc., the Guarantors named therein, and the Initial Purchaser named therein, relating to the Initial NotesForm of performance condition option agreement for employees (incorporated by reference to Exhibit 10.110(g)-5 to the CurrentQuarterly Report on Form 8-K10-Q of the Company filed with the SEC on September 30, 2005)May 1, 2014)

 

10 (i)

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

*

12 (a)

Computation of Ratio of Earnings to Fixed Charges

*

21

List of wholly-owned subsidiaries of the Company

*

23

Consent of KPMG LLP

*

31.1

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

*

31.2

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

*

32.1

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

*

32.2

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

**

101.INS

XBRL Instance Document

**

101.SCH

XBRL Taxonomy Extension Schema

**

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

**

101.DEF

XBRL Taxonomy Extension Definition Linkbase

**

101.LAB

XBRL Taxonomy Extension Labels Linkbase

**

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

* FiledFurnished herewith.

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

  

 

  

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


SIGNATURES

 

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

 

ETHAN ALLEN INTERIORS INC.

(Registrant)

 

By/By/s/M. Farooq Kathwari                                             

DATE: August 8, 2016

(M. Farooq Kathwari)

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 

By/By/s/ Corey Whitely                                                     David R. Callen                                                      

DATE: August 8, 2016

(David R. Callen)Corey Whitely)

Executive Vice President, FinanceAdministration,

        Chief Financial Officer and Treasurer

(Principal Financial Officer and

Principal Accounting Officer)

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

 

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

 

/s/ M. Farooq Kathwari                                                             

Chairman, President and Chief Executive Officer

(M. Farooq Kathwari)

(Principal Executive Officer)

/s/ David R. Callen                                                      Corey Whitely                                                                       

Executive Vice President, Administration,

(Corey Whitely)

Chief Financial Officer and Treasurer

(Principal Financial Officer)

/s/ John S. Bedford                                                                    

Vice President, Finance and TreasurerCorporate Controller

(David R. Callen)John S. Bedford)

(Principal Financial Officer and

Principal Accounting Officer)

 

/s/ James B. Carlson                                                                  

Director

(James B. Carlson)

 

 

/s/ Clinton A. Clark                                                                      

Director

(Clinton A. Clark)

 

  


/s/ John J. Dooner Jr.                                                                 

Director

(John Dooner)

 

 

/s/ Kristin Gamble                                                       Domenick J. Esposito                                                           

Director

(Kristin Gamble)Dominick Esposito)

 

 

/s/ Mary Garrett                                                                          

Director

(Mary Garrett)

/s/ James W. Schmotter                                                             

Director

(James W. Schmotter)

 

 

/s/ Don M. Wilson, III                                               Tara I. Stacom                                                                       

Director

(Don M. Wilson, III)Tara I. Stacom)

 

/s/ Frank G. Wisner                                                    

Director

(Frank G. Wisner)

 

Date: August 16, 20138, 2016

 

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