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 ended June 30, 2018
OR
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(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, 2016

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 or other jurisdiction of incorporation or organization) 

 

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

 

 

Ethan Allen Drive,

25 Lake Avenue Extension, Danbury, CT

06811

06811

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code

(203) 743-8000 

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

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

 

Title of Each Class

 

 

Name of Each Exchange On Which Registered

Common Stock, $.01 par value

 

New York Stock Exchange, Inc.

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

None

(Title of Class)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                  [X]

[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 or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act (check one):Act:

 

Large accelerated filer

[X]

Accelerated filer

[   ]
Non-accelerated filer[   ] Do not check if smaller reporting company)Smaller reporting company[   ]

Non-accelerated filerEmerging growth company 

[   ]

Smaller reporting company

[   ]

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

 

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

The aggregate market value of the Registrant’s commonvoting and non-voting stock par value $.01 per share, held by non-affiliates (based uponof the closing sale price on the New York Stock Exchange)registrant on December 31, 2015, (the2017, the last business day of the Registrant’sregistrant’s most recently completed second fiscal quarter)quarter, was approximately $703,752,000.$716,611,000. As of July 31, 2016,27, 2018, there were 27,747,12826,529,294 shares of the Registrant’sregistrant’s common stock, par value $.01 per share, outstanding.


DOCUMENTS INCORPORATED BY REFERENCE: Certain designated information contained in the Registrant’sregistrant’s definitive Proxy Statement for the 20162018 Annual Meeting of stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, is incorporated by reference into Part III hereof.hereof to the extent described herein.

 

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


TABLE OF CONTENTS

 

Item 

 

Page

   
 PART I 
   

1.

Business

3

   

1A.

Risk Factors

12

   

1B.

Unresolved Staff Comments

18

   

2.

Properties

18

   

3.

Legal Proceedings

19

   

4.

Mine Safety Disclosures

19

   
 

PART II

 
   

5.

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

20

   

6.

Selected Financial Data

22

   

7.

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

23

   

7A.

Quantitative and Qualitative Disclosures About Market Risk

37

   

8.

Financial Statements and Supplementary Data

37

   

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

65

   

9A.

Controls and Procedures

65

   

9B.

Other Information

66

   
 

PART III

 
   

10.

Directors, Executive Officers and Corporate Governance

67

   

11.

Executive Compensation

67

   

12.

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

67

   

13.

Certain Relationships and Related Transactions, and Director Independence

67

   

14.

Principal Accountant Fees and Services

68

   
 

PART IV

 
   

15.

Exhibits and Financial Statement Schedules

68

   
 Signatures73

 

Item

Page

PART I

Item 1.

Business

3

Item 1A.

Risk Factors

8

Item 1B.

Unresolved Staff Comments

13

Item 2.

Properties

13

Item 3.

Legal Proceedings

14

Item 4.

Mine Safety Disclosures

15

PART II

Item 5.

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

15

Item 6.

Selected Financial Data

17

Item 7.

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

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

28

Item 8.

Financial Statements and Supplementary Data

28

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

50

Item 9A.

Controls and Procedures

51

Item 9B.

Other Information

51

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

52

Item 11.

Executive Compensation

52

Item 12.

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

52

Item 13.

 Certain Relationships and Related Transactions, and Director Independence

52

Item 14.

 Principal Accounting Fees and Services

52

PART IV

Item 15.

Exhibits and Financial Statement Schedules

52

Item 16.

Form 10-K Summary

56

SIGNATURES

57


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART I

Item 1.     Business

 

The CompanyOverview

 

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

 

Available Information

 

We make available, free of charge viaOur website is www.ethanallen.com. Information contained on our website allis not part of this Annual Report on Form 10-K. Information that we furnish or file with the Securities and Exchange Commission (the "SEC"), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with, or furnished to, the Securities and Exchange Commission (the "SEC" or the "Commission"), including exhibits andany amendments to, such reports.Information containedor exhibits included in, these reports are available for download, free of charge, 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 electronicallysuch reports are filed with or furnished to the SEC. In addition,ourOur 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..D.C. 20549.

 

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.

Mission StatementOperating Segments

 

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 integratedtwo 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, 2016,segments, the Company operated 143 design centers (our retail segment) and our independent retailers operated 153 design centers (as compared to 144 and 155, respectively, at the end of the prior fiscal year). Our wholesale segment net sales include sales to ourand the 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 2016. Our wholesale segment net sales to independent retailers accounted for 21%, including approximately 10.5% of our net sales in fiscal 2016 to the ten largest independent retailers, who operate 102 design centers. Our independent retailer in China operated 83 of these locations at the end of fiscal 2016.

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

 

As of June 30, 2018, the Company operated 148 design centers (our retail segment) and our independent retailers operated 148. Our wholesale segment net sales include sales to our retail segment, which are eliminated in consolidation, sales to our independent retailers and contract sales to unaffiliated third parties. Our retail segment net sales accounted for 77% of our consolidated net sales in fiscal 2018. Our wholesale segment net sales accounted for 23%, including 15.5% of our consolidated net sales in fiscal 2018 to ten of our largest customers, which includes the General Services Administration (“GSA”) government contract business, and licensees operating 105 design centers.

Wholesale Segment Overview:

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

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

 

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


 

Wholesale Segment Overview:ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

  

Fiscal Year Ended June 30,

 
  

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,

 
  

2016

  

2015

  

2014

 

Case Goods

  32%  34%  36%

Upholstered Products

  51%  48%  48%

Home Accents and Other

  17%  18%  16%
   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 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 15 new design centers and closed 16, two of which were relocations. We continue to promote the growth and expansion of our independent retailers through ongoing support in the areas of market analysis, site selection, and business development. As in the past, 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 75% of the products sold by the Company are manufactured in its North American plants. During fiscal 2016, the Company’s case goods manufacturing footprint increased 59,000 square feet, further increasing throughput in our Honduras 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 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), four upholstery plants (three at our North Carolina campus, and one in Mexico) and one home accent plant in New Jersey. We also source selected case goods, upholstery, and home accent items from third-party suppliers domestically and abroad.

  

Fiscal Year Ended June 30,

 
  

2018

  

2017

  

2016

 

Case Goods

  32%  33%  32%

Upholstered Products

  51%  51%  51%

Home Accents and Other

  17%  16%  17%
   100%  100%  100%

 

As of June 30, 2016,2018, our wholesale backlog was $40.3$56.5 million (as compared to $63.7$47.4 million as of June 30, 2015)2017) which is anticipated to be serviced in the first quarter of fiscal 2017.2019. This backlog fluctuates based on the timing of net orders booked, manufacturing schedules and efficiency, the timing of sourced product receipts, the timing and volume of wholesale shipments, and the timing of various promotional events. Because orders may be rescheduled and/or canceled and the sourcing timing may change, the measure of backlog at a point in time is not necessarily indicative of future sales performance.

 

ForOur independent retailers are required to enter into license agreements with us, which (i) authorize the twelve months ended June 30, 2016, net orders booked atuse 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.

Wholesale profitability includes (i) the wholesale level,gross margin, which includes orders generated by independently operatedrepresents the difference between the wholesale net sales price and Company operated design centers, totaled $470.7 million as compared to $487.4 million for the twelve months ended June 30, 2015. In any given period, net orders booked may be impacted bycost associated with manufacturing and/or sourcing the timing of floor sample orders received in connectionrelated product, and (ii) other operating costs associated with new product introductions. New product offerings may be made available to the retail network at any time during the year, including in connection with our periodic retailer conferences.wholesale segment activities.

 

Retail Segment Overview:Overview:

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

  

Fiscal Year Ended June 30,

 
  

2016

  

2015

  

2014

 

Retail net sales

 $626.5  $579.7  $580.7 


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

 

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

We pursue further expansion of During fiscal 2018, the Company operated retail business by adding interior design professionals and expanding the IDA program, openingadded five new design centers relocating existing design centers and, when appropriate, acquiring design centersin the United States, including two acquired from independent retailers. During fiscal 2016 our reach was expanded further through our launch of our gift registry,retailers and through establishing licensing arrangements with Disney Consumer Products, an affiliate program with the Armyone relocation, and Air Force Exchange Service and marketing agreements with several leading national real estate brokerages. During fiscal 2016, we opened ten new design centers, six of which were relocations.closed five locations, including one relocation. The geographic distribution of retail design center locations is included under Item 2 of Part I of this Annual Report.

 

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

  

Fiscal Year Ended June 30,

 
  

2018

  

2017

  

2016

 

Case Goods

  30%  30%  31%

Upholstered Products

  48%  48%  47%

Home Accents and Other

  22%  22%  22%
   100%  100%  100%


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Products

 

Our strategy has been to position Ethan Allen as a preferred brand offering complimentary design service together with products of superior style, quality and value to provide consumers with a comprehensive, one-stop shopping solution for their home furnishing and interior design needs. In carrying out our strategy, we continue to expand our reach to a broader consumer base through a diverse selection of attractively priced products, designed to complement one another, reflecting current fashion trends in home decorating. During fiscal 2016,We continuously monitor changes in home fashion trends through attendance at international industry events and fashion shows, internal market research, and regular communication with our retailers and design center design consultants who provide valuable input on consumer trends. We believe that the Company continuedobservations and input gathered enable us to strengthen its product offerings by introducing newincorporate appropriate style details into our products to retail consumers in case goods, upholstery, and home 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 expansion of our custom quick-ship program. Muchreact quickly to changing consumer tastes.

75% of our furniture is built by hand,artisans, one piece at a time, in our North American workshops. Most upholstery frames are hand-assembled and stitching is guided by hand. We select international partners who are as committed to quality and social responsibility as we are. All case goodgoods 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 custom options in keeping with today’s home decorating trends. These factors continue to define Ethan Allen, positioning us as a fashion leader in the home fashion.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

furnishing industry.

 

The interior of our design centers, which were substantially refreshed during the past twothree 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 website in applications used on large touch-screen flat panel displays.

 

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

Product Development and Sourcing Activities

 

Using a combination of on staff and outsourced product designers, we design the majority of the products we sell; all of whichsell. All our products are branded Ethan Allen. This important facet of our vertically integrated business enables us to control the design specifications and establish consistent levels of quality across the products in our own North American plants. To capitalize on this vertical integration, between the fall of 2014In addition to our seven U.S. manufacturing facilities, we have an upholstery manufacturing facility in Mexico and the spring of 2016, the Company undertook a significant redesign of products. Much of the product design took advantage of the Company’s customcase goods manufacturing capabilitiesfacility in its North American plants, where we manufacture and / or assemble approximatelyHonduras. Approximately 75% of the products we sell making us one ofare manufactured or assembled in these North American facilities. We selectively outsource 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 skilled artisans. We source approximatelyremaining 25% of the products we sell, mostly from third-party suppliers, most of which are located outside the United States, primarily in Asia. We carefully select our sourcing partners and require them to provide products according to our specifications and quality standards. We believe that strategic investments in our manufacturing facilities balanced with outsourcing from foreign and domestic suppliers will accommodate significant future sales growth and allow us to maintain an appropriate degree of control over cost, quality and service to our customers.

 

Environmental Sustainability and Social Responsibility

We are focused on environmental and social responsibility and incorporating uniform environment,social, environmental, health and safety programs into our manufacturing standards.

Our “green” initiatives include but are not limited to the use of responsibly harvested Appalachian woods, water basedwater-based finishes and measuring our carbon footprint, greenhouse gases and recycled materials from our operations. We have eliminated the use of heavy metals and hydrochloroflourocarbons in all packaging. Our mattresses and custom upholstery use foam made without harmful chemicals and substances. We have implemented the Enhancing Furniture’s Environmental Culture (EFEC) environmental management system sponsored by the American Home Furnishing Alliance (AHFA) at all of our domestic manufacturing, distribution and service center facilities, and have begun to expandexpanded these effortefforts to our retail design centers.centers, which have now been registered in EFEC. Our Mexico and Honduras facilities have been audited and are registered under the AHFA's EFEC program. Our domestic manufacturing, distribution and service centers have also achieved Sustainable by Design (SBD) registration status 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 create and maintain a corporate culture of conservation and environmental stewardship by integrating socio-economic policies and sustainable business practices into their manufacturing operations and sourcing strategies.

 

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

We work to ensure our products are safe in our customers’ homes through responsible use of chemicals and manufacturing substances.

Raw Materials and Other Suppliers

 

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

 


 

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. The cost of some of our raw materials such as foam and shipping costs are dependent on petroleum cost. Higher material prices, cost of petroleum, and costs of sourced products could have an adverse effect on margins.

 

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

 

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

 

Distribution and Logistics

 

We distribute our products through three distribution centers, owned by the Company, strategically located in New Jersey, Oklahoma, and Virginia. These distribution centers provide efficient cross-dock operations to receive and ship product from our manufacturing facilities and third-party suppliers to our retail network of Company and independently operated retail service centers. Retail service centers prepare products for delivery into clients’ homes. At June 30, 2016,2018, the Company operated retail design centers were supported by 1314 Company operated retail service centers and 1415 service centers operated by third parties.

 

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

 

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

 

Marketing Programs

 

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

 

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

Our direct mail magazine, which emphasizes the eclectic mixbreadth of our wide breadth of products and services, is aone of Ethan Allen's key marketing tool.tools. We publishproduce these magazines and sellmultiple times a year; in fiscal 2018, we distributed approximately 17 million copies. We distribute them to Company and independently operated design centers that use demographic informationtargeted marketing segments based on data collected internally and through independent market research to target potential clients. Given the importance of this advertising medium,research. We continually refine our direct mail marketing lists are continually refined to target those consumersclients and potential clients who are most likely to purchase, and improve the returnwhich provides better returns on direct mail expenditures. Approximately 23 million copies of our direct mail magazine were distributed to consumers during fiscal 2016.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

AtOur websites – ethanallen.com we provide ourand ethanallen.ca – undergo continuous conversion optimization to boost sales as clients and our associates with the tools they need to shop, design, and buy. The website features inspiring photography, engaging video content, and all our latest news and promotional information. 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 Allenpurchase. We also has local websites in various international regionshave a web presence to support our international licensees.licensees – in some cases, using local languages; in all cases, linking back to ethanallen.com. These websites someposition Ethan Allen in local languages, provide a regionalized presentation ofmanner consistent with our brand yet specific to the brand while also linking to our main website.region.

 

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 centers have interactive touchscreens, where users can browse our full product catalog, check out hundreds of fully designed rooms, print product descriptions, learn about promotions, and much more. Our design consultants utilize customized tablets so they can be more productive in our design centers and in our clients’ homes.

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

 

Retail Design Center Networks

 

Ethan Allen design centers are typically located in busy retail settings as freestanding destinations or as part of town centers, lifestyle centers, suburban strip malls or shopping malls, depending upon the real estate opportunities in a particular market. Our design centers average approximately 16,00015,000 square feet in size with 75%46% between 15,000 and 25,000 square feet and 20%50% less than or equal to 15,000 square feet and 5%4% 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. AtAs of June 30, 20162018 we operated 1918 new design centers that have opened in the past three years, and these average 8,7009,300 square feet. These smaller footprint design centers reflect our direction as we move forward in repositioning our retail design center network.centers. These new and relocated design centers also reflect our shift from destination and shopping mall locations to lifestyle centers that better project our brand and offer increased traffic opportunities.

 

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

 

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

 

People

 

At June 30, 2016,2018 and June 30, 2017, the Company, , through its subsidiaries, had approximately 5,200 employees. The majority of our employees (“associates”), none of whom are represented by unions. Weemployed on a fulltime basis and we believe we maintain good relationships with our employees.employees, none of whom are represented by unions.

 

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

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Customer Service Offerings

 

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

 

Gift Card

 

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

 

Ethan Allen Consumer Credit Programs

 

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

 

Competition

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

The internet also provides a highly competitive medium for the sale of a significant amount of home furnishings each year, and we believe it is becoming increasingly important. Although much of that product is sold through commodity oriented, low priced and low service retailers, we believe consumers are spending more time window shopping on the internet and are thus better informed when they do visit our brick and mortar facilities. At Ethan Allen, the ultimate goal of our internet strategy is to drive traffic into our network of design centers by combining technology with excellent personal service. At ethanallen.com, customers have the opportunity to buy our products online but we take the process further. With so much of our product offering being custom, we encourage our website customers to get help from our network of interior design professionals. 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 accent items. We intend to continue to balance our own North American production with opportunities to source from foreign and domestic manufacturers, as appropriate, in order to maintain our competitive advantage.

 

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 complimentary interior design service, direct manufacturing, product presentations, website, and complimentary design servicewebsite 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 interior design service through our intensive training. Our objective is to continue to develop and strengthen our retail network by (i) expanding the Company operated retail business through the repositioning of and opening of new design centers, and (ii) obtaining and retaining independent retailers, encouraging such retailers to expand their business through the opening or relocation of new design centers with the objective of increasing the volume of their sales, (iii) further expanding our sales network through our IDA and realtor referral programs and (iv) further expanding our ecommerce.

The internet provides a highly competitive medium for the sale of a significant amount of home furnishings each year, and we believe it is becoming increasingly important. Much of that product is sold through commodity oriented, low priced and low service retailers. We believe consumers are spending more time researching on the internet and are thus better informed when they do visit our brick and mortar facilities. At Ethan Allen our internet strategy is to drive traffic into our design centers by combining technology with excellent personal service. Though our customers have the opportunity to buy our products on-line, we take the process further. With so much of our product customizable, we encourage our website customers to get personal help from our interior design professionals either in person or by chatting on-line with one of our qualified design consultants. This complimentary direct contact with one of our knowledgeable interior designers 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.


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The internet provides a highly competitive medium for the sale of a significant amount of home furnishings each year, and we believe it is becoming increasingly important. Much of that product is sold through commodity oriented, low priced and low service retailers. We believe consumers are spending more time researching on the internet and are thus better informed when they do visit our brick and mortar facilities. At Ethan Allen our internet strategy is to drive traffic into our design centers by combining technology with excellent personal service. Though our customers have the opportunity to buy our products on-line, we take the process further. With so much of our product customizable, we encourage our website customers to get personal help from our interior design professionals either in person or by chatting on-line with one of our qualified design consultants. This complimentary direct contact with one of our knowledgeable interior designers 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.

Trademarks

 

We currently hold, or have registration applications pending for, numerous trademarks, service marks and copyrights 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.

 

Executive Officers of the Registrant

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

 

M. Farooq Kathwari, age 7173

 

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

Kathy Bliss, age 54

 

Senior Vice-President, Retail since October 2017

Vice-President, Retail since August 2013

Daniel M. Grow, age 7072

 

Senior Vice President, Business Development since February 2015

 

Vice-President, Business Development from 2009 to 2015

Eric D. Koster, age 6971

 

Vice-President, General Counsel and Secretary since April 2013

 

Private practice prior to joining the Company in April 2013

Tracy Paccione, age 5052

 

Senior Vice-President, Merchandising since July 2017

Vice-President, Merchandising since June 2009

 

Christopher Robertson, age 49

Vice President, Logistics and Service since January 2016

Director, Operations Support since May 2011

Clifford Thorn, age 6466

 

Vice-President, Upholstery Manufacturing since May 2001

Corey Whitely, age 5658

 

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

 

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

Michael Worth, age 51

Vice-President, Case Goods Manufacturing since December 2016

Regional Operations Manager, Case Goods since February 2004

 

Item 1A.     Risk Factors

 

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

 

An economic downturn Competitionfromoverseas manufacturersand domestic retailersmay materially adversely affect affectour business.business,operating resultsor financial condition.

 

Our wholesale business and results of operations are affected by international, national and regional economic conditions. Regional economic conditionssegment is involved in the United Statesdevelopment of our brand, which encompasses the design, manufacture, sourcing, sales and indistribution of our home furnishings products, and competes with other regionsU.S. and foreign manufacturers. Our retail network sells home furnishings to consumers through a network of the world where we have a concentration ofindependently operated and Company operated design centers, suchand competes against a diverse group of retailers ranging from specialty stores to traditional furniture and department stores, any of which may operate locally, regionally, nationally or globally, as Canada or China may impactwell as over the Company greater compared to economic conditions ininternet. We also compete with these and other parts of the world where we have lesser concentration ofretailers for appropriate retail locations as well as for qualified design centers. The United Statesconsultants and many other international economies experienced a major recession, which reduced the available market size formanagement personnel. Such competition could adversely affect our industry from historic peak levels. While we have recalibrated the footprint of our vertically integrated enterprise to be profitable with lower revenues than achieved at our historic peak, an economic downturn of significance or extended duration couldadversely affect consumer demand and discretionary spending habits and, as a result, our businessperformance, profitability, and cash flows.

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

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

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

WeIndustry 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 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 unablecapable of being sold at a lower price to obtain sufficient external fundingconsumers, which, in turn, could lead to finance our operations and growth.some measure of further industry‐wide price deflation.

 

Historically, we have relied upon our cash from operations to fund our debt service, operations and growth. As we operate and expand our business, we may rely on external funding sources, including the proceeds from the issuance of additional debt or use of the $115 million revolving bank line of credit under our existing $150 million credit facility. The credit facility bears interest at a floating rate and there is a risk that the rate will increase and as we are not hedging our interest rate for the credit facility, our debt service costs could increase. Any unexpected reduction in cash flow from operations could increase our external funding requirements to levels above those currently available. There can be noWe 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 accent 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 experience unexpected cash flow shortfalls in themanufactured by us and may have greater financial resources available to them or lower costs of operating. This competition could adversely affect our future or that any increase in external funding required by such shortfalls will be available on acceptable terms or at all.financial performance.

 

Operating losses Failureto successfullyanticipateorrespondtochangesinconsumertastesandtrendsina timelymannercould reduce our liquidity andadversely impact our dividend policy.our business,operating results andfinancial condition.

 

Historically, we have reliedSales 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 cash from operationsbusiness is susceptible to changes in consumer tastes and trends. Such tastes and trends can change rapidly and any delay or debt issuancesfailure to fundanticipate or respond to changing consumer tastes and trends in a timely manner could adversely impact our operationsbusiness, operating results 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.condition.

 

Additional impairment charges could reduceOur successdependsupon our profitability.brand,marketingand advertising efforts andpricingstrategies. If wearenot ableto maintainandenhanceourbrand,orifwearenotsuccessfulintheseotherefforts,ourbusinessandoperatingresultscould be adverselyaffected.

 

Maintaining and enhancing our brand is critical to our ability to expand our base of customers and may require us to make substantial investments. Our advertising campaign utilizes television, direct mail, digital, newspapers, magazines and radio to maintain and enhance our existing brand equity. We have significant long-lived tangiblecannot provide assurance that our marketing, advertising and intangible assets recorded onother efforts to promote and maintain awareness of our balance sheets.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 decline, we may incur impairment charges in the future, whichand financial condition 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.adversely affected.

 

We Weface changes changesin global andlocal economic conditions thatmayadverselyaffect consumerdemandand local economic conditions that may adversely affect consumer demand and spending, spending,our manufacturing operations or sources manufacturing operations or sourcesof merchandise and international operations.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 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 retailersThe Company’s business may be adversely affect our business, operating results or financial condition.affected by changes in U.S. policy related to imported merchandise.

 

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

 

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 accent 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

 

An economic downturn may materiallyadverselyaffect our business.

Our numberbusiness and results of manufacturingoperations are affected by international, national and logistics sitesregional 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 increaseimpact the Company greater compared to economic conditions in other parts of the world where we have lesser concentration of design centers. An economic downturn of significance or extended duration could adversely affect consumer demand and discretionary spending habits and, as a result, our exposurebusiness performance, profitability, and cash flows.

Our business may be materially affected by changes to business disruptionsfiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding their potential effects, could adversely affect our results of operations and share price.

The U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was approved by the U.S. Congress on December 20, 2017 and signed into law on December 22, 2017. This legislation makes significant changes to the U.S. Internal Revenue Code of 1986, as amended (the “IRC”). Such changes include a reduction in the corporate tax rate from 35% to 21% and limitations on certain corporate deductions and credits, among other changes. In addition, the TCJA requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of the TCJA and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced.

While we have provided for the effect of the TCJA in our Consolidated Financial Statements the final impacts of the TCJA could be materially different from our expectations. For example, adverse changes in the underlying profitability and financial outlook of our operations or changes in tax law could lead to changes in our valuation allowances against deferred tax assets on our consolidated balance sheets, which could materially affect our results of operations. The U.S. Treasury Department, the Internal Revenue Service (the “IRS”), and other standard-setting bodies could interpret or issue guidance on how provisions of the TCJA will be applied or otherwise administered that is different from our interpretation. Finally, foreign governments may enact tax laws in response to the TCJA that could result in further changes to global taxation and materially affect our financial position and results of operations. The uncertainty surrounding the effect of the reforms on our financial results and business could also weaken confidence among investors in our financial condition. This could, in turn, have a materially adverse effect on the price of our ordinary shares.

Ournumberofmanufacturingandlogistics sitesmayincrease ourexposure to businessdisruptionsand could resultin higher transportation costs.transportationcosts.

 

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

 

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

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

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


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

 

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

 

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

 

If the Company's merchandise offerings do not meet applicable safety standards or consumers' expectations regarding safety, the Company could experience decreased sales, increased costs and/or be exposed to legal and reputational risk. Events that give rise to actual, potential or perceived product safety concerns could expose the Company to government enforcement action and/or private litigation. Reputational damage caused by real or perceived product safety concerns could negatively affect the Company's business and results of operations.

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

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. We useoperate many aspects of our business including financial reporting, and customer relationship management through server and web‐based technologies, and store various types of wood, foam, fibers, fabrics, leathers,data on such servers or with third‐parties who in turn store it on servers and in the “cloud”. Any disruption to the internet or to the Company's or its service providers' global technology infrastructure, including malware, insecure coding, “Acts of God,” attempts to penetrate networks, data theft or loss and human error, could have adverse effects on the Company's operations. A cyber attack of our systems or networks that impairs our information technology systems could disrupt our business operations and result in loss of service to customers. The risk of cyberattacks to our Company also includes attempted breaches of contractors, business partners, vendors and other raw materials in manufacturing our furniture. Certainthird parties. We have a comprehensive cybersecurity program designed to protect and preserve the integrity of our raw materials, including fabrics, are purchased domesticallyinformation technology systems. We have experienced and outside North America. Fluctuationsexpect to continue to experience actual or attempted cyber attacks of our IT systems or networks; however, none of these actual or attempted cyber attacks had a material impact on our operations or financial condition.

Additionally, we have access to sensitive customer information in the price, availabilityordinary 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, or legal proceedings, including regulatory investigations and quality of raw materials could result in increased costsactions, may have a negative impact on our reputation, may lead to regulatory enforcement actions against us, and may materially adversely affect our business, operating results and financial condition. The loss, disclosure 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 noticemisappropriation of our requirementsbusiness information may materially adversely affect our business, operating results and financial condition. Further, legislative or regulatory action in orderthese areas is evolving, and we may be unable to produce products inadapt our IT systems or to manage the quantities we desire. This long lead timeIT systems of third parties to accommodate these changes. Finally, if a significant data breach occurred, our reputation could be materially and adversely affected, confidence among our customers 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.diminished.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

We depend on key personnelWhile we have invested and could be affected bycontinue 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 of their services.

The success of our business depends uponand 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 materialresulting adverse effect on our businessthe Company's operations and results of operations.  financial results.

 

OurOur business is sensitive to increasing businessissensitivetoincreasinglaborcosts, competitivelabor costs, competitive labor markets,markets, our continued ability continuedabilitytoretain high-qualityhigh‐quality personneland risks ofof workstoppages.

 

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

 

We depend onOurkey personneland could beaffectedby the lossof theirservices.

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

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

Access toconsumer credit could be interrupted and enhancereduce sales andprofitability.

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

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

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

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

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

Additional impairment charges could reduce 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.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

 

Our results of results ofoperations for forany quarter arequarterare not necessarily indicative ofnecessarily indicative of our results of operationsresults of operations for a full year.year.

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Failure to protect our intellectual property could adversely affect us.

 

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

The Company relies heavily on information and technology to operate its business, and any disruption to its technology infrastructure (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 theft or loss and human error, could have adverse affects on the Company's operations.A cyber attack of our systems or networks that impairs our information technology systems could disrupt our business operations and result in loss of service to customers. We have a comprehensive cybersecurity program designed to protect and preserve the integrity of our information technology systems. We have experienced and expect to continue to experience actual or attempted cyber attacks of our IT systems or networks; however, none of these actual or attempted cyber attacks 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, and adjacent Ethan Allen Hotel and Conference Center, containing approximately 200 guestrooms, are owned by the Company. The hotel is used primarily for functions and accommodations for the general public as well as in connection with Ethan Allen functions and training programs.

 

We operate nine manufacturing facilities located in the U.S., Mexico and Honduras. All of theseThese facilities are owned by the Company and include four case goodgoods plants (including one sawmill) totaling 1,789,000 square feet, four upholstery furniture plants totaling 947,0001,261,000 square feet, and one home accent plant of 177,000 square feet. Our wholesale division also owns and operates three national distribution and fulfillment centers, one of which shares a facility with our manufacturing, which are a combined 1,001,000 square feet. Two of our case goods manufacturing facilities are located in Vermont, one is in North Carolina and one is in Honduras. We have three upholstery manufacturing facilities at our North Carolina campus, and one in Mexico. Our home accents plant is located in New Jersey, and our distribution facilities are located in New Jersey, Oklahoma, and Virginia .Virginia.

 

We own three and lease ten11 retail service centers, totaling 732,000approximately 775,000 square feet. Our retail service centers are located throughout the United States and Canada and serve to support our various retail sales districts.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The location activity and geographic distribution of our retail design center network as offor fiscal years ended June 30 2016 isare as follows:

 

 

Fiscal 2018

  

Fiscal 2017

 
 

Year-to-date Fiscal 2016

  

Year-to-date Fiscal 2015

  

Independent

  

Company-

      

Independent

  

Company-

     
 

Independent

retailers

  

Company-

operated

  

Total

  

Independent

retailers

  

Company-

operated

  

Total

  

retailers

  

operated

  

Total

  

retailers

  

operated

  

Total

 

Retail Design Center location activity:

                                                

Balance at beginning of period

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

New locations

  15   10   25   22   4   26   11   3   14   8   6   14 

Closures

  (16)  (12)  (28)  (17)  (5)  (22)  (11)  (5)  (16)  (5)  (2)  (7)

Transfers

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

Balance at end of period

  153   143   296   155   144   299   153   148   301   155   148   303 

Relocations (in new and closures)

  2   6   8   7   2   9   0   1   1   1   2   3 
                                                

Retail Design Center geographic locations:

                                                

United States

  50   137   187   58   137   195   44   142   186   48   142   190 

Canada

  -   6   6   2   6   8   -   6   6   -   6   6 

Asia

  94   -   94   87   -   87 

China

  87   -   87   82   -   82 

Other Asia

  9   -   9   12   -   12 

Europe

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

Middle East

  7   -   7   7   -   7   7   -   7   7   -   7 

Total

  153   143   296   155   144   299   153   148   301   155   148   303 

 

 

Of the 143148 Company operated retail design centers, 6650 of the properties are owned and 77 of the properties98 are leased from independent third parties. Of the 66 owned design centers, 17 are subject to land leases.leased. We own one and lease six additional retail properties, two of which are leasedwe lease to three 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 66%54% of capacity based on their current shifts and staffing. We believe we have additional capacity at selected facilities, which we could utilize with minimal additional capital expenditures.

 

Item 3.     Legal Proceedings

 

In the ordinary course of our business, we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. 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 we are currently a party will not have a material adverse effect on our business, financial position, results of operations or cash flows.

 

Regulations issued under the Clean 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. In order toTo reduce the use of hazardous materials in the manufacturing process, we will continue to evaluate the most appropriate, cost-effective control technologies for finishing operations and production methods. We believe that our facilities are in material compliance with all such applicable laws and regulations. Our currently anticipated capital expenditures for environmental control facility matters are not material.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 4.     Mine Safety Disclosures

 

Not applicable


applicable.

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART II

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

 

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

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

  

Market Price

  

Dividends

 
  

High

  

Low

  

Per Share

 

Fiscal 2018

            

First Quarter

 $33.12  $27.35   0.19 

Second Quarter

  32.90   26.45   0.50 

Third Quarter

  29.40   22.15   0.19 

Fourth Quarter

  25.15   21.50   0.19 
             

Fiscal 2017

            

First Quarter

 $36.77  $30.63   0.17 

Second Quarter

  38.80   29.20   0.19 

Third Quarter

  37.90   27.75   0.19 

Fourth Quarter

  32.50   26.75   0.19 

 

As of July 31, 2016,26, 2018, there were 238222 shareholders of record of our common stock. Management estimates there are approximately 10,0009,000 beneficial shareholders of the Company’s common stock. The Company’s policy is to issue quarterly dividends, and we expect to continue to declare quarterly dividends for the foreseeable future, business conditions permitting.

 

Equity Compensation Plan Information

 

The Equity Compensation Plan Information required by this Item will appear in the Ethan Allen Interiors Inc. proxy statement for the 2018 Annual Meeting of Shareholders scheduled to be held on November 16, 2016 and is incorporated herein by reference in the introductory paragraph of Part III of this Annual Report.

 

Issuer Purchases of Equity Securities

During the fiscal year ended June 30, 2018 the Company repurchased 950,484 shares of our common stock at an average price of $23.17 per share. Certain information regarding purchases of our common stock made by us during the three months ended June 30, 2018 is as follows:

          

Total Number of

  

Maximum Number of

 
          

Shares Purchased

  

Shares that May Yet

 
  

Number of

  

Average

  

as Part of Publicly

  

Be Purchased

 
  

Shares

  

Price Paid

  

Announced

  

Under the

 
  

Purchased

  

Per Share

  

Plans or Programs

  

Plans or Programs

 

Period

                

April 2018

  513,619  $22.53   513,619   2,954,911 

May 2018

  436,865  $23.91   436,865   2,518,046 

June 2018

  -  $-   -   2,518,046 

Total

  950,484  $23.17   950,484     


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

On November 21, 2002, our Board of Directors approved a share repurchase program authorizing us to repurchase up to 2,000,000 shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent to that date, the Board of Directors increased the aggregate authorization under the repurchase program on several separate occasions, the last of which was on April 13, 201524, 2018 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 purchases 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 three months ended June 30, 2016.  


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, 2011.

2013.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 6.     Selected Financial Data

 

The following table presents selected financial data for the fiscal years ended June 30, 2016, 2015, 2014 2013 and 2012through 2018 that has been derived from our consolidated financial statements (dollar amounts in thousands except per share data).statements. The information set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of this Annual Report and our Consolidated Financial Statements (including the notes thereto) included under Item 8 of this Annual Report. Dollar amounts are in thousands except per share data.

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2016

  

2015

  

2014

  

2013

  

2012

  

2018

  

2017

  

2016

  

2015

  

2014

 

Consolidated Operations Data

                                                  

Net Sales

 $794,202  $754,600  $746,659  $729,083  $729,373  $766,784  $763,385  $794,202  $754,600  $746,659 

Cost of Sales

  351,966   343,437   340,163   330,734   339,085   350,820   343,662   351,966   343,437   340,163 

Selling, general andadministrative expenses

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

Selling, general and administrative expenses

  367,097   361,773   353,057   345,229   336,860 

Operating income

  89,179   65,934   69,636   60,437   49,697   48,867   57,950   89,179   65,934   69,636 

Interest and other expense, net

  1,223   9,251   7,234   10,263   8,458   (200)  955   1,223   9,251   7,234 

Income before incometax expense

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

Income before income tax expense

  49,067   56,995   87,956   56,683   62,402 

Income tax expense (benefit)

  31,319   19,541   19,471   17,696   (8,455)  12,696   20,801   31,319   19,541   19,471 

Net income

 $56,637  $37,142  $42,931  $32,478  $49,694  $36,371  $36,194  $56,637  $37,142  $42,931 
                                                  
                    

Per Share Data

                                                  

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 

Net income per basic share

 $1.33  $1.31  $2.02  $1.29  $1.48 

Basic weighted average shares outstanding

  27,321   27,679   28,072   28,874   28,918 

Net income per diluted share

 $1.32  $1.29  $2.00  $1.27  $1.47 

Diluted weighted average shares outstanding

  27,625   27,958   28,324   29,182   29,276 

Cash dividends per share

 $0.62  $0.50  $0.40  $0.77  $0.30  $1.07  $0.74  $0.62  $0.50  $0.40 
                                                  

Other Information

                                                  

Depreciation and amortization

 $19,353  $19,142  $17,930  $18,008  $18,581  $19,831  $20,115  $19,353  $19,142  $17,930 

Capital expenditures andacquisitions

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

Capital expenditures and acquisitions

 $18,773  $18,321  $23,132  $21,778  $19,305 

Working capital

 $124,857  $130,012  $169,582  $127,631  $131,715  $93,165  $116,653  $124,857  $130,012  $169,582 

Current ratio

  2.01 to 1   1.92 to 1   2.25 to 1   1.96 to 1   1.87 to 1   1.77to1   1.92to1   2.01to1   1.92to1   2.25to1 

Effective tax rate

  35.6%  34.5%  31.2%  35.3%  -20.5%  25.9%  36.5%  35.6%  34.5%  31.2%
                                                  

Balance Sheet Data (at end of period)

                                                  

Total assets

 $577,409  $605,977  $654,434  $617,285  $644,788  $530,433  $568,222  $577,409  $605,977  $654,434 

Total debt, including capitallease obligations

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

Total debt, including capital lease obligations

 $1,680  $14,339  $41,838  $76,237  $130,912 

Shareholders' equity

 $392,202  $370,535  $367,467  $334,357  $321,868  $383,870  $400,896  $392,202  $370,535  $367,467 

Debt as a percentage of equity

  10.7%  20.6%  35.6%  39.3%  48.0%  0.4%  3.6%  10.7%  20.6%  35.6%

Debt as a percentage of capital

  9.6%  17.1%  26.3%  28.2%  32.4%  0.4%  3.5%  9.6%  17.1%  26.3%

 


 

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 "anticipate", "believe", "plan", "estimate", "expect", "intend", “will”, “may”, “continue”, “project”, ”target”, “outlook”, “forecast”, “guidance”, and similar expressions and the negatives of 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 uncertaintiesActual results could cause actual results to differ materially from those anticipated in the forward-looking statements due to a number of risks and uncertainties including, but not limited to: competition from overseas manufacturers and domestic retailers; our anticipating or responding to changes in consumer tastes and trends in a timely manner; our ability to maintain and enhance our brand, marketing and advertising efforts and pricing strategies; changes in global or regional political orand local economic conditions includingthat may adversely affect consumer demand and spending, our manufacturing operations or sources of merchandise and international operations; changes in governmentalU.S. policy related to imported merchandise; an economic downturn; our limited number of manufacturing and central bank policies;logistics sites; fluctuations in the price, availability and quality of raw materials; environmental, health and safety requirements; product safety concerns; disruption to our technology infrastructure (including cyber attacks); increasing labor costs, competitive labor markets and our continued ability to retain high-quality personnel and risks of work stoppages; loss of key personnel; our ability to secure debt or other forms of financing;obtain sufficient external funding to finance our operations and growth; access to consumer credit; 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; 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. 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 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.

 


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.and net realizable value. 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)order); the sales arrangement specifies a fixed or determinable sales price; title and risk of ownership has passed to the customer; no specific performance obligations remain; product is shipped or services are provided to the customer; collectability is reasonably assured. As such, revenue recognition generally occurs upon the shipment of goods to independent retailers or, in the case of Ethan Allen operated retail design centers, upon delivery to the customer. If a shipping charge is billed to customers, this is included in revenue. Recorded sales provide for estimated returns and allowances. We permit our customers to return defective products and incorrect shipments, and terms we offer are standard for the industry.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

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

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

 

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


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.future.

 

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 athe discount factor.rate. Royalty rates are determined using an average of recent comparable values. Future growth rates are based on market participant assumptions based on the Company’s perception of the long-term values in the marketindustry in which we compete,operate, 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 2016, 2015 and 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. The fair value of the trade name exceeded its carrying value by a substantial margin in fiscal years 2016, 2015, and 2014.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.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Results of Operations

In this Item 7 of this Annual Report , unless otherwise noted, all comparisons are from the fiscal year ended June 30, 2018 to the prior fiscal year ended June 30, 2017 ($ in millions except per share amounts).

 

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

 

 

Fiscal years ended June 30,

  

Fiscal years ended June 30,

 
 

2016

  

%

  

2015

  

%

  

2014

  

%

  

2018

  

%

  

2017

  

%

  

2016

  

%

 

Net sales

 $794.2   100.0% $754.6   100.0% $746.7   100.0% $766.8   100.0% $763.4   100.0% $794.2   100.0%

Gross profit

 $442.2   55.7% $411.2   54.5% $406.5   54.4% $416.0   54.2% $419.7   55.0% $442.2   55.7%

SG&A

 $353.1   44.5% $345.2   45.7% $336.9   45.1% $367.1   47.9% $361.8   47.4% $353.1   44.5%

Operating income

  89.2   11.2%  65.9   8.7%  69.6   9.3%  48.9   6.4%  58.0   7.6%  89.2   11.2%

Net income

  56.6   7.1%  37.1   4.9%  42.9   5.7%  36.4   4.7%  36.2   4.7%  56.6   7.1%

Earnings per diluted share

 $2.00      $1.27      $1.47      $1.32      $1.29      $2.00     

Net cash provided by operating activities

 $58.4      $55.1      $59.9      $42.5      $78.6      $58.4     

 

A summary of changes from the preceedingpreceding 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% 


  Fiscal years ended June 30, 
  2018  2017  2016 

Net sales

  0.4%  (3.9%)  5.2%

Operating income

  (15.7%)  (35.0%)  35.3%

Net income

  0.5%  (36.1%)  52.5%

Earnings per diluted share

  2.3%  (35.5%)  57.5%

Net cash provided by operating activities

  (46.0%)  34.7%  5.9%

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Beginning in the fall of 2014, we beganWe have completed a major transformation of our product offerings, having refreshed over 70% of our entire product line over the past three years. During fiscal 2018 we expanded our GSA business with several phases. We introduced Casual Classics duringan award of a blanket purchase agreement for the first phase inU. S. Department of State “Worldwide Residential Furniture Program”, and partnered with Amazon to sell products through the Amazon marketplace. During the fall of 2014, focusing on several design projections with relaxed finishes2017, we introduced Passport, a focused collection of unique artisan crafted items inspired by designs from around the world, and comfort. Inin the spring of 2018 launched our new Uptown collection, featuring a modern perspective on classic designs.

During the first quarter of fiscal 2018, we were negatively impacted by adverse weather affecting sales, manufacturing and summerdelivery of 2015,our products. Additionally, our net sales and profitability were negatively affected by first run production for both the GSA business and floor samples for our new Passport collection. The GSA is now one of our ten largest customers. The high order volume from the GSA business with contractually short lead-times, together with the new product production runs further impacted production capacity which resulted in production and shipping delays to our retail customers that continued into the third quarter of fiscal 2018.

Beginning in March and continuing through the fourth quarter, we launched the second phase, Romantic Classics, with design projections featuring unique, stand-alone timeless pieces with new finishesa major brand-building marketing program utilizing national television. This program targeted a broad demographic base beyond our core customer 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,expect that as we continue to differentiatemarket to this broader base, our brand by further expanding our Casual Classics, with three new design projections; Buckhead, featuring designs infused with European inspirationawareness will increase and Southern charm, introduced in June 2016; Santa Monica,ultimately drive increased revenues over time.

Gross margin was below the prior year primarily due to increased raw material costs, and 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 | Disney home linedecrease in the fallretail sales mix in relation to total sales. This was partly offset by an inventory write-down of 2016. While we implement major product introductions, such as$6.4 million during the anticipated introductions described above, ourthird quarter of fiscal 2017, and a 4.9% increase in 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 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 preserve our reputation for offering high-quality and fashionable products.

For the year ended June 30, 2016, our net 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.sales. Operating expenses during fiscal 2016 decreasedincreased slightly as a percentage of sales, mostly due to an increase in fiscal 2016 comparedadvertising expenses. Income taxes were reduced due to fiscal 2015, further contributing to a fiscal 2016the U.S. Tax Cuts and Jobs Act changes enacted in December 2017. The net incomeresult was an increase of 52.5% over the prior fiscal year andin earnings per diluted share of $2.00. $0.03.

Net cash provided by operating activities along with operating cash and letters of credit under our credit facility enabled us to repurchase $19.3$22.0 million of our common stock under our share repurchase program, pay down $31.5off the remaining $13.8 million of our debtterm loan earlier than scheduled, and return $16.6$29.5 million in cash dividends to our shareholders. At June 30, 20162018 we had total cash and securities of $60.5$22.4 million, and working capital of $124.9$93.2 million.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Revenue:

                        

Wholesale segment

 $491.5  $469.4  $453.6  $475.7  $453.3  $491.5 

Retail segment

  626.5   579.7   580.7   587.5   603.7   626.5 

Elimination of inter-segment sales

  (323.8)  (294.5)  (287.6)  (296.4)  (293.6)  (323.8)

Consolidated revenue

 $794.2  $754.6  $746.7  $766.8  $763.4  $794.2 
                        

Operating income :

            

Operating income (loss):

            

Wholesale segment

 $74.4  $67.0  $57.8  $48.5  $53.5  $74.4 

Retail segment

  16.5   1.7   10.5   (1.7)  1.2   16.5 

Adjustment for inter-company profit (1)

  (1.7)  (2.8)  1.3   2.1   3.3   (1.7)

Consolidated operating income

 $89.2  $65.9  $69.6  $48.9  $58.0  $89.2 

 

 

(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 preceedingpreceding fiscal years are presented in the following tables.tables:

 

 Fiscal Year Ended June 30,  Fiscal year ended June 30, 
 2016  2015  2014  2018 2017 2016 

Wholesale segment

                     

Revenue

  4.7%  3.5%  4.4% 4.9% (7.8%) 4.7%

Operating Income

  11.1%  15.9%  13.7% (9.4%) (28.1%) 11.1%

Backlog

  -36.8%  41.8%  -6.5% 19.3% 17.6% (36.8%)

 

 Fiscal Year Ended June 30,  Fiscal year ended June 30, 
 2016  2015   2014   2018  2017  2016 

Retail segment

                        

Revenue

  8.1%  -0.2%  0.4%  (2.7%)  (3.6%)  8.1%

Comparable design center revenue

  8.5%  0.7%  3.0%  (3.2%)  (4.6%)  8.3%

Total written orders

  1.7%  3.9%  1.0%  (3.1%)  (0.9%)  1.7%

Comparable design center written orders

  1.8%  4.4%  3.0%  (3.8%)  (2.5%)  1.8%

Operating Income

  853.1%  -83.6%  31.2%  (245.1%)  (92.7%)  853.1%

Backlog

  -13.1%  18.6%  -4.7%  (2.3%)  (1.0%)  (13.1%)

 

The fiscal 2016 decreases in backlogs of 36.8% for 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 wholesale and retail, in 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 in fiscal 2016 increased 853.1% compared to fiscal 2015 primarily due to a $46.8 million increase in revenue in fiscal 2016, and net gains on the sale of real estate in fiscal 2016 compared to net losses in fiscal 2015.

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

 

Our manufacturing operations gained efficiency by increasing throughput in our Honduras facility, and expanding capacity and building a new R&D facility in North Carolina. We estimate our manufacturing facilities are currently operating at approximately 66% of capacity based on their current shifts and staffing. We believe we have sufficient scalable capacity that can support strong sales growth whilemaintaining control over cost, quality and service to our customers.

Business Results:


Our revenues are comprisedcomposed of (i) wholesale sales to independently operated and Company operated retail design centers and (ii) retail sales of Company operated design centers. See Note 15 to our Consolidated Financial Statements for the year ended June 30, 20162018 included under Item 8 of this Annual Report
.Report.


Fiscal 2016
2018 Compared to Fiscal 20152017

 

Consolidated revenue for the fiscal year ended June 30, 2016 was $794.2$766.8 million compared to $754.6 million for fiscal 2015.$763.4 million. There was a year-over-year increase in the wholesale segment and a decrease in the retail segment. Wholesale sales growth in bothincreased progressively throughout fiscal 2018 as the Company worked through production difficulties associated with the GSA contract business and first production runs discussed previously. This had a negative impact on retail segment sales through the first three quarters of fiscal 2018. Net sales for the fourth quarter of fiscal 2018 increased 11.4% and 1.9% for wholesale and retail segments.respectively.

Wholesale revenue increased by $22.4 million, or 4.9%, to $475.7 million from $453.3 million. The year-over-year increase was primarily attributable to higher sales from the GSA contract and our international independent design centers. There were 296 design centers globally as of June 30, 2018, a decrease of seven. Our international net sales to independent retailers was 7.0% of our consolidated net sales compared to 6.5%.

Retail revenue from Ethan Allen operated design centers decreased by $16.2 million, or 2.7%, to $587.5 million from $603.7 million. Comparable store revenue decreased 3.2%. Year-over-year, written orders for the Company operated design centers decreased 3.1% and comparable design centers written orders decreased 3.8%. The reduction in sales is primarily a reflection of delayed shipments to the retail segment from the wholesale segment due to the timing of wholesale shipments previously mentioned.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Wholesale revenueGross profit for fiscal 2016 increased by $22.1 million, or 4.7%, decreased to $491.5$416.0 million from $469.4$419.7 million. The $3.8 million in the prior fiscal year. The year-over-year increase was attributable to increased sales to our Company operated design centers and domestic independent retailers, partly offset by a decrease to our international independent design centers, primarily in China. There were 296 design centers globally as of June 30, 2016, a decrease by three from June 30, 2015. There was a net decrease of two independently operated retail network locations, which included a decrease of eight legacy locations in the U.S., bringing the total U.S. independent total to 50, and a net increase of eight new locations in China, bringing the China total to 83.Our international net sales to independent retailers was 5.4% of our consolidated net sales for the fiscal year ended June 30, 2016 compared to 7.5% the previous fiscal year.

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

Gross profit for fiscal 2016 increased to $442.2 million from $411.2 million in fiscal 2015. The $31.1 million increase in gross profit was attributable to increasesa $16.2 million decrease in both our retail and wholesale segment net sales, as well as a higherlower mix of retail net sales to consolidated net sales in fiscal 2016 of 78.9%76.6% compared to the 76.8%79.1% in the prior fiscal year.year, and increased raw material costs of $4.7 million. These were partly offset by a fiscal 2017 write-down of inventory of $6.4 million, and a current fiscal year increase in wholesale net sales of $22.4 million.

 

Operating expenses increased $7.8$5.3 million or 2.3%1.5% to $353.1$367.1 million or 44.5%47.9% of net sales in fiscal 20162018 from $345.2$361.8 million or 45.7%47.4% of net sales in fiscal 2015.2017. The increase in fiscal year 20162018 expenses in absolute dollars and as a percent of net sales is primarily due to increased variableadvertising costs associated with our increased sales in both 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 disposal of real estate in fiscal 2016 compared to expenses in the prior fiscal year.$3.6 million.

 

Operating income for the fiscal year ended June 30, 20162018 totaled $89.2$48.9 million, or 11.2%6.4% of net sales, compared to $65.9$58.0 million, or 8.7%7.6% of net sales, in the prior fiscal year.Wholesaleyear. Wholesale operating income for fiscal 20162018 totaled $74.4$48.5 million, or 15.1%10.2% of net sales, as compared to $67.0$53.5 million, or 14.3%11.8% of net sales, in the prior year. Retail operating incomeloss was $16.5$1.7 million, or 2.6%-0.3% of sales, for fiscal 2016,2018, compared to $1.7income of $1.2 million, or 0.3%0.2% of sales, for fiscal 2015, an increase2017, a decrease of $14.7$2.9 million. The increasedecrease in consolidated operating income was primarily attributable to increased netcosts of raw materials, higher advertising costs due to national television advertising in the fiscal third and fourth quarters, reduced retail sales, as well as the disruptions caused by the first production runs of the GSA contract product and the net impact of real estate dispositions on both fiscal years as previously discussed.new product introductions.

 

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

Interest and other related financing costs decreased $4.3$0.9 million to $1.6$0.3 million from $5.9$1.2 million in the prior fiscal year. The decrease is primarily due to lower interest expense throughout fiscal 20162018 due toearly extinguishment ofto paying off our Senior Notesterm loan in the first quarter ended March 31, 2015, as well as furtherof the current fiscal year and during late fiscal 2017 paying down $25.0 million on our revolving credit facility to reduce our future debt repayments during fiscal 2016.carrying costs.

 

Income taxexpense was $31.3$12.7 million for fiscal 20162018 and $19.5$20.8 million for fiscal 2015.2017. Our effective tax rate for fiscal 20162018 was 35.6%25.9% compared to 34.5%36.5% in fiscal 2015.The2017. The effective tax rate for fiscal year 2018 primarily includes tax expense on the fiscal year’s net income, the tax benefit lost on the cancelation of stock options, and also includes tax and interest expense on uncertain tax positions, partially offset by tax benefit from the re-measurement of deferred tax assets and liabilities and the vesting of restricted stock units. The effective tax rate for fiscal year 2017 primarily includes tax expense on that fiscal year’s net income, and tax and interest expense on uncertain tax positions, partially offset by the reversal and recognition of some uncertain tax positions.

Net income for fiscal 2018 was $36.4 million as compared to $36.2 million in fiscal 2017. Net income per diluted share totaled $1.32 in fiscal 2018 compared to $1.29 per diluted share in the prior fiscal year.

Fiscal 2017 Compared to Fiscal 2016

Consolidated revenue was $763.4 million compared to $794.2 million. There was a year-over-year decline in sales in both the wholesale and retail segments.

Wholesale revenue decreased by $38.1 million, or 7.8%, to $453.3 million from $491.5 million. The year-over-year decrease was attributable to lower sales to our Company operated design centers and domestic independent retailers, partly offset by an increase to our international independent design centers, primarily in China. There were 303 design centers globally as of June 30, 2017, an increase of seven. There was a net increase of two independently operated retail network locations, which included a decrease of one legacy location in the U.S. and the purchase of one independently owned location by the Company, bringing the total U.S. independent total to 48, and a net decrease of one location in China, bringing the China total to 82. Other international dealers opened five new locations. Our international net sales to independent retailers was 6.5% of our consolidated net sales compared to 5.4%.

Retail revenue from Ethan Allen operated design centers decreased by $22.8 million, or 3.6%, to $603.7 million from $626.5 million. Comparable store revenue decreased 4.6%. Year-over-year, written orders for the Company operated design centers decreased 0.6% and comparable design centers written orders decreased 2.5%. Consumer spending patterns were disrupted during the fiscal year, especially around the election cycle, and negatively impacted sales.

Gross profit decreased to $419.7 million from $442.2 million. The $22.5 million decrease in gross profit was attributable to decreases in both our retail and wholesale segment net sales and a write-down of inventory of $6.4 million in the third quarter of fiscal 2017. This was partly offset by a slightly higher mix of retail net sales to consolidated net sales of 79.1% compared to the 78.9% in the prior fiscal year, and a decrease in cost of goods sold due to the net release of intercompany profit previously held in ending inventory.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

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

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

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

 

Net income for fiscal 20162017 was $56.6$36.2 million as compared to $37.1$56.6 million in fiscal 2015.2016. Net income per diluted share totaled $2.00$1.29 in fiscal 20162017 compared to $1.27$2.00 per diluted share in the prior fiscal year.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Fiscal 2015 Compared to Fiscal 2014

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

Wholesale revenue for fiscal 2015 increased by $15.8 million, or 3.5%, to $469.4 million from $453.6 million in fiscal 2014. The year-over-year increase was attributable to increased sales to both our Company operated design centers and independent retailers worldwide. Orders similarly increased 7.7% during the same period. The number of total design centers globally as of June 30, 2015 was 299, which increased by four from June 30, 2014. The independently operated retail network, net of relocations, increased by three design centers to 155 at June 30, 2015 including a net increase of five locations to 75 in China.Our international net sales to independent retailers was 7.5% of our consolidated net sales for the fiscal year ended June 30, 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, 2015 decreased by $1.0 million, or 0.2%, to $579.7 million from $580.7 million for the twelve months ended June 30, 2014. Year-over-year, written orders for the Company operated design centers increased 3.9% and comparable design centers written business increased 4.4% Net sales were impacted by the increased level of clearance sales during fiscal 2015 as compared to fiscal 2014. The strengthening of the U.S. dollar to the Canadian dollar and euro resulted in an average decrease in sales of 0.5% due to the seven to eight design centers we operated in Canada and Europe throughout the fiscal year. The increase in written orders is reflected in the 18.6% increase in ending backlog at June 30 2015.

Gross profit for fiscal 2015 increased to $411.2 million from $406.5 million in fiscal 2014. The $4.7 million increase in gross profit was primarily attributable to increases in our wholesale segment of both manufacturing efficiency and net sales. This was partly offset by a lower mix of retail net sales to consolidated net sales in fiscal 2015 of 76.8% compared to the 77.8% 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 management team in the retail segment, increased maintenance and repair costs and depreciation expense associated with our retail design center refurbishing efforts undertaken during fiscal 2015 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 $69.6 million, or 9.3% of net sales, in fiscal 2014.Wholesale operating income for fiscal 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 2014. 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 loss on the early extinguishment of our Senior Notes in the quarter ended March 31, 2015 of $3.7 million, which consisted of a $3.5 million “make whole” payment, and the write-off of unamortized balances of original issue discount, deferred financing fees and derivative instruments.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Interest and other related financing costs decreased $1.6 million to $5.9 million from $7.5 million in fiscal 2014. The decrease is primarily due to lower interest expense throughout fiscal 2015, from lower debt due to the Senior Note repurchases during fiscal 2014 and the early extinguishment of our Senior Notes in the quarter ended March 31, 2015.

Income tax expense was $19.5 million for both fiscal 2015 and fiscal 2014. Our effective tax rate for fiscal 2015 was 34.5% compared to 31.2% in fiscal 2014. The fiscal 2015 effective tax rate includes tax expense on income, and the recognition of certain previously unrecognized tax benefits, partly offset by recording tax 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.

Net income for fiscal 2015 was $37.1 million as compared to $42.9 million in fiscal 2014. Net income per diluted share totaled $1.27 in fiscal 2015 compared to $1.47 per diluted share in fiscal 2014.

Liquidity and Capital Resources

 

At June 30, 2016,2018, we held unrestricted cash and equivalents of $52.7$22.4 million and no restricted cash and investments of $7.8 million.investments. At June 30, 2015,2017, we held unrestricted cash and cash equivalents of $76.2 million, marketable securities of $2.2$57.7 million and restricted cash and investments of $8.0$7.3 million. During fiscal 20162018 we used cash to further pay down a portion of our debt and for common share repurchases. Our principal sources of liquidity include cash and cash equivalents, marketable securities, cash flow from operations, amounts available under our credit facility, and other borrowings.

 

In September 2005, we issued $200 million in ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes"). The Company entered into a five year, $150 million senior secured revolving credit and term loan facility on October 21, 2014, as amended (the “Facility”). The Facility, which expires on October 21, 2019, provides a term loan of up to $35 million and a revolving credit line of up to $115 million, subject to borrowing base availability. During March 2015, we utilized $35 million of the term loan and $40 million of the revolving credit line, along with our available cash to fully redeem our Senior Notes. We incurred financing costs of $1.5 million under the Facility, which are being amortized by the interest method, over the remaining life of the Facility.

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

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


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Quarterly installments of principal on the term loan are payable based on a straight line 15-year amortization period,Under an agreement with the balance dueCompany’s private label consumer credit card provider (the “Lender”), at maturity. The Company does not expectthe end of each fiscal quarter we are required 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 and includes certain real property owned by the Company and contains customary covenants which may limit the Company’s ability to incur debt; engage in mergers and consolidations; make restricted payments (including dividends and share repurchases); sell certain assets; and make investments.

The Company must maintain a minimum fixed charge coverage ratiolevel of 1.1working capital. Due to 1.0 at all times. Ifmarket opportunities during the outstanding term loans are less than $17.5fourth quarter of fiscal 2018, the Company used $22 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 forits working capital and general corporate purposes, including dividend payments andto repurchase shares under our share repurchases, in additionrepurchase program. This caused working capital to the refinancing of our Senior Notes which occurred in March 2015. At both June 30, 2016 and June 30, 2015, there was $0.2 million of standby letters of credit outstanding under the Facility. Total availability under the Facility was $89.8 millionfall below this minimum at June 30, 2016 and $74.8 million at June 30, 2015.2018, creating a Level 1 Collateral Event as defined in our agreement with the Lender. At any time during any Collateral Period, the Lender may require the Company to deliver within fifteen days of Lender’s written request, either an Eligible Letter of Credit or Substitute Collateral. The increase in availability was dueLender has not exercised this right but retains the ability to $15.0 million payments we made on the revolving loan during fiscal 2016.do so.

 

At both June 30, 2016For a detailed discussion of our debt obligations and June 30, 2015, we were in compliance with all covenantstiming of our related cash payments see Note 6 to the Senior Notes and the credit facilities.

Consolidated Financial Statements included under Item 8 of this Annual Report. A summary of net cash provided by (used in) operating, investing, and financing activities for each of the last three fiscal years is provided below (in millions):

 

 

Fiscal Years Ended June 30,

  

Fiscal Years Ended June 30,

 
 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Cash provided by (used in) operating activities

                        

Net income plus depreciation and amortization

 $76.0  $56.3  $60.9  $56.2  $56.3  $76.0 

Working capital items

  (19.3)  (15.2)  (2.1)  (13.0)  14.5   (19.3)

Other operating activities

  1.7   14.0   1.1   (0.7)  7.8   1.7 

Total provided by operating activities

 $58.4  $55.1  $59.9  $42.5  $78.6  $58.4 
                        

Cash provided by (used in) investing activities

                        

Capital expenditures & acquisitions

 $(23.1) $(21.8) $(19.3) $(18.8) $(18.3) $(23.1)

Net sales (purchases) of marketable securities

  2.2   15.4   (3.4)

Net sales of marketable securities

  -   -   2.2 

Other investing activities

  8.4   9.8   10.6   7.9   1.9   8.4 

Total provided (used) in investing activities

 $(12.5) $3.4  $(12.1)

Total used in investing activities

 $(10.9) $(16.4) $(12.5)
                        

Cash provided by (used in) financing activities

                        

Payments of long-term debt and capital lease obligations

 $(34.8) $(133.7) $(0.5) $(14.5) $(28.4) $(34.8)

Borrowings from revolving credit and term loan facilities

 $-  $75.0  $-  $-  $-  $- 

Purchases and retirements of company stock

  (19.3)  (17.6)  -   (23.1)  (10.2)  (19.3)

Payment of cash dividends

  (16.6)  (13.3)  (11.3)  (29.5)  (20.0)  (16.6)

Other financing activities

  1.6   (1.4)  0.5   0.2   1.3   1.6 

Total used in financing activities

 $(69.1) $(91.0) $(11.3) $(66.9) $(57.3) $(69.1)

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Cash Provided By (Used in) Operating Activities

 

In fiscal 20162018 cash of $58.4$42.5 million was provided by operating activities, an increasea decrease of $3.3$36.1 million from $55.1$78.6 million in the prior year comparable period. ThisWorking capital items were a $13.0 million use of cash in the current year and a $14.5 million source of cash in the prior year, with a net difference of $27.5 million. Most of the working capital difference was largely due to an inventory increase in net income in fiscal 2016. This was partly offset by net decreases in other operating activities of $12.3$11.9 million and cash used for working capital in the ordinary coursecurrent year compared to a $13.5 million source of businesscash in the prior year. Much of $4.1the prior year inventory decrease was due to a $6.4 million (defined below).write-down of inventory discussed previously in Business Results. 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.decreased $0.1 million. Working capital items consist of 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 2016,2018, cash of $12.5$10.9 million was used in investing activities, an increasea decrease in cash used of $16.0$5.5 million from $3.4$16.4 million which was provided byused during the prior year comparable period. MoreThis was due primarily to $7.3 million of previously restricted cash being released and moved into the Company’s operating accounts in exchange for a letter of credit. This was used during fiscal 2016 primarily due to decreases in net sales of marketable securities in the current fiscal year. There were alsooffset by less proceeds from the sale of real estate in fiscal 20162018 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 expenditures.year. We anticipate that cash from operations will be sufficient to fund future capital expenditures.expenditures in the near and longer term.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Cash Provided By (Used in) Financing Activities

 

In fiscal 2016, $69.12018, $66.9 million was used in financing activities, a decrease of $21.8$9.6 million from $91.0$57.3 million in the prior year comparable period. This was primarily due to the early redemption of our Senior Notes in March 2015. The Senior Notes had a face value of $129.4 million, which we redeemed by paying $54.4 million with available cash, and $75 million with borrowings under the Facility. We also paid a $3.5 million prepayment premium to bondholders as stipulated in the original bond indenture. During fiscal 20162018 we made a $16.5paid $13.8 million prepayment on theto pay off our term loan a $15 million payment on our revolver, $3.3 million in scheduled payments on debt and capital leases, and utilized $19.3$22.0 million to repurchase 697,799950,484 shares at a weighted average cost of $27.72$23.17 per share. At June 30, 20162018 we have remaining Board authorization to repurchase 1.82.5 million shares. During fiscal 2018 we paid dividends of $29.5 million, including a special dividend, an increase of 47.3% from the prior year. Cash dividends have been paid per share increasedevery quarter since July 1996. The following chart shows our dividend history by payment date from $0.10July 2013 to $0.12 in October 2014, $0.14 in July 2015, and $0.17 in April 2016, resulting in an increase in payments during fiscal 2016 of 24.7%. the present.

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

 

Our total debt obligations at June 30, 2016 consist of the 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, 2016,2018, the timing of cash payments related to our outstanding contractual obligations (in millions):

 

     

Less

          

More

      

Less

          

More

 
     

than 1

  1-3  4-5  

than 5

      

than 1

  1-3  4-5  

than 5

 
 

Total

  

Year

  

Years

  

Years

  

Years

  

Total

  

Year

  

Years

  

Years

  

Years

 

Long-term debt obligations:

                                        

Debt maturities

 $41.8  $3.0  $4.7  $34.1  $-  $1.7  $0.6  $1.0  $0.1  $- 

Contractual interest

  2.7   0.9   1.6   0.2   -   0.1   0.1   0.1   -   - 

Operating lease obligations

  215.4   33.9   60.7   46.5   74.3   176.0   34.4   55.4   39.2   47.0 

Letters of credit

  0.2   0.2   -   -   -   6.2   6.2   -   -   - 

Purchase obligations (1)

  -   -   -   -   -   -   -   -   -   - 

Other long-term liabilities

  0.2   -   -   0.0   0.2   0.2   -   -   -   0.2 

Total contractual obligations

 $260.3  $37.9  $67.0  $80.9  $74.5  $184.2  $41.3  $56.4  $39.3  $47.2 

 

(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, 2016,2018, our open purchase orders with respect to such goods and services totaled approximately $31$40 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 StatementsincludedStatements included 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, 2016,2018, we had working capital of $124.9$93.2 million compared to $130.0$116.7 million at June 30, 2015,2017, a decrease of $5.2$23.5 million and a current ratio of 2.01.77 to 1 at June 30, 20162018 and 1.91.92 to 1 at June 30, 2015.2017. 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 board of directors to repurchase our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

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

 

We may, from time to time in the ordinary course of business, provide guarantees on behalf of selected affiliated entities or become contractually obligated to perform in accordance with the terms and conditions of certain business agreements. The nature and extent of these guarantees and obligations may vary based on our underlying relationship with the benefiting party and the business purpose for which the guarantee or obligation is being provided. The only such program in place at both June 30, 20162018 and June 30, 20152017 was for our consumer credit program described below.

 

Ethan Allen Consumer Credit Program

 

The terms and conditions of our consumer credit program, which is financed and administered by a third-party financial institution on a non-recourse basis to Ethan Allen, are set forth in an agreement between the Company and that financial service provider (the “Program Agreement”) which was last amended effective January 2014. Any independent retailer choosing to participate in the consumer credit program is required to enter into a separate agreement with that same third-party financial institution which sets forth the terms and conditions under which the retailer is to perform in connection with its offering of consumer credit to its customers (the “Retailer Agreement”). We have obligated ourselves on behalf of any independent retailer choosing to participate in our consumer credit program by agreeing, in the event of default, breach, or failure of the independent retailer to perform under such Retailer Agreement, to take on certain responsibilities of the independent retailer, including, but not limited to, delivery of goods and reimbursement of customer deposits. Customer receivables originated by independent retailers remain non-recourse to Ethan Allen. The Program Agreement will terminate on July 31, 2019, but includes a 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 perform satisfactorily perform in connection with the terms of our consumer credit program, we believe this obligation will expire without requiring funding by us. To ensure funding for delivery of products sold, the terms of the Program Agreement also contain a right for the financial services provider to demand from the Company collateral at a variable rate based on the volume of program sales if the Company does not meet certain covenants.covenants, including a minimum working capital requirement. At June 30 of 2016 and 2015, no2018, we were below this minimum capital requirement, defined in the agreement as a Level 1 Collateral Event. At any time the lender may require the Company to deliver within fifteen days of lenders request, either an Eligible Letter of Credit, or Substitute Collateral for approximately $4 million. The lender has not made a demand for collateral was requiredas of the date of this Annual Report on Form 10-K, but if they were to do so, we have adequate borrowing capacity under the Program Agreement.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIESour Facility to satisfy this demand.

 

Product Warranties

 

Our products, including our case goods, upholstery and home accents, generally carry explicit product warranties that extend from threeup to seven years and are provided based on terms that are generally accepted in the industry. All of our domestic independent retailers are required to enter into, and perform in accordance with the terms and conditions of, a warranty service agreement. We record provisions for estimated warranty and other related costs at time of sale based on historical warranty loss experience and make periodic adjustments to those provisions to reflect actual experience. On rare occasion, certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. In certain cases, a material warranty issue may arise which is beyond the scope of our historical experience. We provide for such warranty issues as they become known and are deemed to be both probable and estimable. It is reasonably possible that, from time to time, additional warranty and other related claims could arise from disputes or other matters beyond the scope of our historical experience. As of June 30, 20162018 and 2015,2017, the Company’s product warranty liability totaled $1.2$1.5 million and $1.0$1.3 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.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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 isWe intend to maintain strong manufacturing capabilities in North America, which we believe is a long-term competitive advantage that will allow us to advance our objectives of maintaining shortfast order times,delivery, exceptional quality and improving capacity to ship stocked and custom made to ordermade-to-order items more quickly, which in turn will allow us to grow our business. In September 2015,December 2017, the Company announced the planned doubling of its upholstery manufacturing facility in Mexico. The expansion has begun and is expectedTax Act substantially reduced our effective tax rate. We expect our effective tax rate to be completed within the next two years.approximately 24% to 25% for fiscal 2019.

 

Beginning in fiscal 2014,Our network of professionally trained interior design professionals differentiates us significantly from our competitors. We continue to strengthen the level of service, professionalism, and interior design competence, as well as to improve the efficiency of our retail operations. We believe that over time, we will continue to benefit from (i) continuous repositioning of our retail network, (ii) frequent new product introductions, (iii) new and innovative marketing promotions and effective use of targeted advertising media, and (iv) continued use of the latest technology combined with personal service from our interior design professionals.

We have been undergoingcompleted a major transformation of our product offerings, which is intended to refreshrefreshed over 70% of our productsentire line of products. During the third quarter of fiscal 2017 we expanded the reach of our Ethan Allen | Disney product program by selling a curated selection on Disneystore.com, we expanded our contract sales with the completion ofGSA and other contract customers and entered into an agreement with Amazon to sell products through the most current phase during the summer through fall of 2016. WeAmazon marketplace. Now that we have completed this major transformation, we believe that we are well positioned to leverage all the actions we have taken.

 

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

 

We therefore remain cautiously optimistic about our performance due to the many strong programs already in place and others we currently plan to introduce in the coming months. Our retail strategy involves (i) a continued focus on providing newrelevant product introductions,offerings, a wide array of product solutions, and superior interior design solutions through our large staff of interior design professionals, (ii) continuing strong advertising and marketing campaigns to get our message across and to continue broadening our customer base, (iii) the opening of new or relocated design centers in more prominent locations, and encouraging independent retailers to do the same, (iv) leveraging the use of technology and personal service within our retail network and online through www.ethanallen.com, and (v) further expansion internationally. We believe this strategy provides an opportunity to grow our business. Further discussion of the home furnishings industry has been included underItemunder Item 1 of this Annual Report.

 

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers. This ASU provides a framework for revenue recognition that replaces most existing GAAP revenue recognition guidance when it becomes effective. The core principle of the ASU is that a company will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires expanded disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We will adopt the new standard effective July 1, 2018, and plan on using the modified retrospective approach and will record the cumulative effect of applying this standard to opening retained earnings. We have substantially completed a comprehensive review of our revenue streams and contracts as they relate to this guidance and based on the work performed to date, we do not expect that the adoption will have a material impact on the amount or timing of revenue recognized on an ongoing basis. Upon adoption we will recognize an asset related to product returns and a corresponding liability for estimated returns and allowances.


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Where You Can Find Other InformationIn February 2016, the FASB issued ASU 2016-02, Leases. This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 is effective for the Company on July 1, 2019, and early adoption is permitted. ASU 2016-02 is required to be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures, but expects that it will result in a significant increase in the assets and liabilities recorded on the consolidated balance sheet upon adoption.

 

Our website isIn November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): www.ethanallen.comRestricted CashInformation contained on our websiteIt is not partintended to reduce diversity in the presentation of this Annual Report on Form 10-K. Informationrestricted cash and restricted cash equivalents in the statement.  The statement requires 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-Krestricted cash and any amendments to, or exhibitsrestricted cash equivalents be included in, these reports are available for download, freeas components 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 availabletotal cash and cash equivalents as presented on the SEC’s website at www.sec.gov. You may obtainstatement of cash flows. The Company currently does not include restricted cash as a component of cash 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 informationequivalents as presented on the operationstatement of cash flows. The new guidance is effective for the SEC’s public reference facilities by callingCompany on July 1, 2018, with early adoption permitted. The Company is currently evaluating 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 toimpact on our consolidated financial statements included in Part II, Item 8 of this Annual Reportstatements. We plan on Form 10-K.adopting effective July 1, 2018.

 

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

 

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

 

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

 

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, 2016,2018, we had $41.2 million ofdid not have any floating-rate debt obligations outstanding under our Facility. We currently do not engage in any interest rate hedging activity and we have no intention of doing so in the foreseeable future. Based on the average interest rate of the loans under the Facility during the quarter ended June 30, 2016,2018, and to the extent that borrowings were outstanding, a 10% change in the interest rate would not have a material effect on our consolidated results of operations and financial condition.

 

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

 

Item 8.     Financial Statements and Supplementary Data

 

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

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

 

TheTo the Shareholders and Board of Directors and Shareholders


Ethan Allen Interiors Inc.:

 

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ethan Allen Interiors Inc. and subsidiaries (the Company)“Company”) as of June 30, 20162018 and 2015, and2017, 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, 2016.2018, and the related notes (collectively, the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2016,2018, based on criteria established inInternal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Commission.

Basis for Opinions

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 overOver Financial Reporting. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. 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.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Definition and Limitations of Internal Control Over Financial Reporting

 

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, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 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, 2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG LLP

 

We have served as the Company’s auditor since 1989.

Stamford, Connecticut
August 8, 20162, 2018

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

June 30, 20162018 and 20152017

(In thousands, except share data)

 

 

2016

  

2015

  

2018

  

2017

 

ASSETS

                

Current assets:

                

Cash and cash equivalents

 $52,659  $76,182  $22,363  $57,701 

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 

Accounts receivable, net

  12,364   12,293 

Inventories

  162,323   151,916   163,012   149,483 

Prepaid expenses and other current assets

  23,755   27,831   16,686   23,621 

Total current assets

  248,204   270,674   214,425   243,098 

Property, plant and equipment, net

  273,615   277,035   267,903   270,198 

Goodwill and other intangible assets

  45,128   45,128   45,128   45,128 

Restricted cash and investments

  7,820   8,010   -   7,330 

Other assets

  2,642   5,130   2,977   2,468 

Total assets

 $577,409  $605,977  $530,433  $568,222 

LIABILITIES AND SHAREHOLDERS' EQUITY

                

Current liabilities:

                

Current maturities of long-term debt

 $3,001  $3,034  $584  $2,731 

Customer deposits

  60,958   67,970   61,248   62,960 

Accounts payable

  15,437   18,946   18,768   16,961 

Accrued compensation and benefits

  22,067   26,896   18,926   20,352 

Accrued expenses and other current liabilities

  21,884   23,816   21,734   23,441 

Total current liabilities

  123,347   140,662   121,260   126,445 

Long-term debt

  38,837   73,203   1,096   11,608 

Other long-term liabilities

  23,023   21,577   24,207   29,273 

Total liabilities

  185,207   235,442   146,563   167,326 

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

  -   - 

Common stock, par value $0.01; 150,000,000 shares authorized; 48,989,060 shares issued at June 30, 2018 and 48,979,994 shares issued at June 30, 2017

  490   490 

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

  -   - 

Additional paid-in-capital

  374,972   370,914   376,950   377,550 

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)

Less: Treasury stock (at cost), 22,459,766 shares at June 30, 2018 and 21,532,779 shares at June 30, 2017

  (656,551)  (635,179)

Retained earnings

  646,315   607,079   669,013   661,976 

Accumulated other comprehensive income

  (4,846)  (2,638)

Accumulated other comprehensive income (loss)

  (6,171)  (4,131)

Total Ethan Allen Interiors Inc. shareholders' equity

  391,998   370,258   383,731   400,706 

Noncontrolling interests

  204   277   139   190 

Total shareholders' equity

  392,202   370,535   383,870   400,896 

Total liabilities and shareholders' equity

 $577,409  $605,977  $530,433  $568,222 

 

See accompanying notes to consolidated financial statements.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income

For Years Ended June 30, 2016, 2015,2018, 2017, and 20142016

(In thousands, except share data)

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Net sales

 $794,202  $754,600  $746,659  $766,784  $763,385  $794,202 

Cost of sales

  351,966   343,437   340,163   350,820   343,662   351,966 

Gross profit

  442,236   411,163   406,496   415,964   419,723   442,236 

Selling, general and administrative expenses

  353,057   345,229   336,860   367,097   361,773   353,057 

Operating income

  89,179   65,934   69,636   48,867   57,950   89,179 

Interest and other income (expense)

  395   (3,333)  276   525   268   395 

Interest and other related financing costs

  1,618   5,918   7,510   325   1,223   1,618 

Income before income taxes

  87,956   56,683   62,402   49,067   56,995   87,956 

Income tax expense

  31,319   19,541   19,471   12,696   20,801   31,319 

Net income

 $56,637  $37,142  $42,931  $36,371  $36,194  $56,637 
                        

Per share data:

                        

Net income per basic share

 $2.02  $1.29  $1.48  $1.33  $1.31  $2.02 

Basic weighted average common shares

  28,072   28,874   28,918   27,321   27,679   28,072 

Net income per diluted share

 $2.00  $1.27  $1.47  $1.32  $1.29  $2.00 

Diluted weighted average common shares

  28,324   29,182   29,276   27,625   27,958   28,324 

Dividends declared per common share

 $0.62  $0.50  $0.40  $1.07  $0.74  $0.62 
                        

Comprehensive income:

                        

Net income

 $56,637  $37,142  $42,931  $36,371  $36,194  $56,637 

Other comprehensive income

                        

Curency translation adjustment

  (2,208)  (3,308)  (77)  (2,040)  715   (2,208)

Other

  27   78   105   (51)  (14)  27 

Other comprehensive income (loss) net of tax

  (2,181)  (3,230)  28   (2,091)  701   (2,181)

Comprehensive income

 $54,456  $33,912  $42,959  $34,280  $36,895  $54,456 

 

See accompanying notes to consolidated financial statements.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

For Years Ended June 30, 2016, 2015,2018, 2017, and 20142016

(In thousands)

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Operating activities:

                        

Net income

 $56,637  $37,142  $42,931  $36,371  $36,194  $56,637 

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

            

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

            

Depreciation and amortization

  19,353   19,142   17,930   19,831   20,115   19,353 

Compensation expense related to share-based payment awards

  2,356   1,236   1,325   954   1,259   2,356 

Provision (benefit) for deferred income taxes

  671   3,923   (3,032)  (106)  3,507   671 

Restructuring and impairment charge

  -   784   - 

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

  (2,267)  4,180   2,093   201   1,033   (2,267)

Other

  (1,295)  3,606   415   (250)  (6)  (1,295)
                        

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

            

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

            

Accounts receivable

  2,926   (559)  (149)  (682)  (2,826)  2,926 

Inventories

  (9,982)  (5,036)  (9,019)  (11,876)  13,507   (9,982)

Prepaid and other current assets

  5,113   (9,628)  4,269   3,274   1,010   5,113 

Customer deposits

  (7,275)  7,517   586   (2,444)  1,883   (7,275)

Accounts payable

  (3,509)  (5,349)  1,300   1,807   1,524   (3,509)

Accrued expenses and other current liabilities

  (6,550)  (2,113)  969   (3,058)  (547)  (6,550)

Other assets and liabilities

  2,191   261   271   (1,525)  1,980   2,191 

Net cash provided by operating activities

  58,369   55,106   59,889   42,497   78,633   58,369 
                        

Investing activities:

                        

Proceeds from the disposal of property, plant & equipment

  8,073   9,103   3,381   327   1,273   8,073 

Change in restricted cash and investments

  190   497   6,926   7,330   490   190 

Capital expenditures

  (22,967)  (19,787)  (19,305)

Acquisitions

  (165)  (1,991)  - 

Purchases of marketable securities

  -   -   (18,268)

Capital expenditures and acquisitions

  (18,773)  (18,321)  (23,132)

Sales of marketable securities

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

Other investing activities

  193   176   325   204   175   193 

Net cash provided by (used in) investing activities

  (12,526)  3,428   (12,058)

Net cash used in investing activities

  (10,912)  (16,383)  (12,526)
                        

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)  (14,456)  (28,401)  (34,840)

Purchases and retirements of company stock

  (19,346)  (17,552)  -   (23,120)  (10,246)  (19,346)

Payment of cash dividends

  (16,646)  (13,348)  (11,297)  (29,509)  (20,031)  (16,646)

Other financing activities

  1,718   (1,353)  525   194   1,335   1,718 

Net cash used in financing activities

  (69,114)  (90,963)  (11,252)  (66,891)  (57,343)  (69,114)

Effect of exchange rate changes on cash

  (252)  (565)  (4)  (32)  135   (252)

Net increase (decrease) in cash & cash equivalents

  (23,523)  (32,994)  36,575   (35,338)  5,042   (23,523)

Cash & cash equivalents - beginning of year

  76,182   109,176   72,601   57,701   52,659   76,182 

Cash & cash equivalents - end of year

 $52,659  $76,182  $109,176  $22,363  $57,701  $52,659 
                   

Supplemental cash flow information:

                        

Income taxes paid

 $29,003  $18,250  $20,928  $14,305  $15,074  $29,003 

Interest paid

 $1,352  $7,181  $7,085  $177  $936  $1,352 

Non-cash capital lease obligations incurred

 $-  $1,700  $-  $1,442  $613  $- 

 

See accompanying notes to consolidated financial statements.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Shareholders' Equity

For Years Ended June 30, 2016, 2015,2018, 2017, and 20142016

(In thousands, except share data)

 

             

Accumulated

                          

Accumulated

             
     

Additional

      

Other

      

Non-

          

Additional

      

Other

      

Non-

     
 

Common 

  

Paid-in

  

Treasury

  

Comprehensive

  

Retained

  

Controlling

      

Common

  

Paid-in

  

Treasury

  

Comprehensive

  

Retained

  

Controlling

     
 

Stock

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Total

  

Stock

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Total

 

Balance at June 30, 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   489   370,914   (605,586)  (2,638)  607,079   277   370,535 
                                                        

Stock issued on share-based awards

  -   734   -   -   -   -   734   -   734   -   -   -   -   734 

Compensation expense associated with share-based awards

  -   2,356   -   -   -   -   2,356   -   2,356   -   -   -   -   2,356 

Tax benefit associated with exercise of share based awards

  -   968   -   -   -   -   968   -   968   -   -   -   -   968 

Purchase/retirement of company stock

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

Dividends declared on common stock

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

Capital distribution

  -   -   -   -   -   (100)  (100)  -   -   -   -   -   (100)  (100)

Comprehensive income (loss)

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

Balance at June 30, 2016

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

Stock issued on share-based awards

  1   1,199   -   -   -   -   1,200 

Compensation expense associated with share-based awards

  -   1,259   -   -   -   -   1,259 

Tax benefit associated with exercise of share based awards

  -   120   -   -   -   -   120 

Purchase/retirement of company stock

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

Dividends declared on common stock

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

Capital distribution

  -   -   -   -   -   -   - 

Comprehensive income (loss)

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

Balance at June 30, 2017

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

Stock issued on share-based awards

 $-  $193   -   -   -  $-  $193 

Compensation expense associated with share-based awards

  -   954   -   -   -   -   954 

Tax benefit associated with exercise of share based awards

  -   -   -   -   -   -   - 

Purchase/retirement of company stock

  -   (1,747)  (21,372)  -   -   -   (23,119)

Dividends declared on common stock

  -   -   -   -   (29,334)  -   (29,334)

Capital distribution

  -   -   -   -   -   -   - 

Comprehensive income (loss)

  -   -   -   (2,040)  36,371   (51)  34,280 

Balance at June 30, 2018

 $490  $376,950  $(656,551) $(6,171) $669,013  $139  $383,870 

 

See accompanying notes to consolidated financial statements.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Notes to the Consolidated Financial Statements

June 30, 2016, 20152018, 2017 and 2014

(1)      Summary of Significant Accounting Policies2016

 

(1)

Summary of Significant Accounting Policies

Basis of Presentation

 

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

 

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 our consolidated statements of cash flows.

Nature of Operations

 

We are a leading manufacturer and retailer of quality home furnishings and accents, offering complimentary interior design service to our clients and sell a full range of furniture products and decorative accents. We sell our products through one of the country’s largest home furnishing retail networks and at June 30, 2016 2018 there were a total of 296 retail design centers in our retail network, of which 143148 are Company operated and 153148 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. The majority of the independently operated design centers are in Asia, with the remaining independently operated design centers located throughout the United States, the Middle East and Europe. We have own and operate nine manufacturing facilities including six manufacturing plants and one of which includes a separate sawmill operation, located throughoutin the United States and one manufacturing plant 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. Because of the inherent uncertainty involved in making those estimates, actual results could differ from those estimates. Areas in which significant estimates have been made include, but are not limited to, revenue recognition, the allowance for doubtful accounts receivable, inventory obsolescence, tax valuation allowances, useful lives and impairment analyses for property, plant and equipment and definite lived intangible assets, goodwill and indefinite lived intangible asset impairment analyses, the evaluation of uncertain tax positions and the fair value of assets acquired and liabilities assumed in business combinations.

 


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 and Cash Equivalents

 

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

 

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or market.(first-in, first-out) and net realizable value. 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 property, 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 onover the shorter of the underlying lease term or the asset’s estimated useful life, whichever is shorter.life.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Operating Leases

 

We record expense for operating leases by recognizing the minimum lease payments on a straight-line basis, beginning on the date that the lessee takeswe take possession or control of the property. A numberSeveral 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 areis evaluated for impairment by determiningwhenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset or asset group. Our assessment of recoverability determines whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Financial Instruments

 

Because of their short-term nature, the carrying value of our cash and cash equivalents, receivables and payables, short-term debt and customer deposit liabilities approximates fair value. Substantially all of our long-term debt at bothAt June 30, 20162018 our debt consists entirely of capital leases, and 2015 consistsat June 30,2017 it consisted of our term loan and revolving credit facility.capital leases. The estimated fair value is equal to the carrying value on those dates.

 

Income Taxes

 

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

 

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

 

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

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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

 

Shipping and Handling Costs

 

Our practice has been to sell our products at the same delivered cost to all retailers nationwide, regardless of shipping point. Costs incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative expenses. Shipping and handling costs amounted to $71.7$73.6 million in fiscal year 2016, $67.32018,$71.3 million for fiscal 20152017 and $67.1$71.7 million in fiscal 2014.2016.

 

Advertising Costs

 

Advertising costs are expensed when first aired or distributed. Our total advertising costs were $31.5$43.3 million in fiscal year 2016, $30.22018,$39.7 million in fiscal year 20152017 and $29.5$34.1 million in fiscal year 2014.2016. These amounts include advertising media expenses, outside and inside agency expenses, certain website related fees and photo and video production net of proceeds received by us under our agreement with the third-party financial institution responsible for administering our consumer finance programs.production. Prepaid advertising costs at June 30, 2016 2018 totaled $2.0$1.1 million compared to $1.8$1.5 million at June 30, 2015.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES2017.

 

Earnings Per Share

 

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

 

Share-Based Compensation

 

We estimate, as of the date of grant, the fair value of stock options awarded using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e. expected volatility) and option exercise activity (i.e. expected life). Expected volatility is based on the historical volatility of our stock and other contributing factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based, primarily, on historical data. We estimate, as of the date of grant, the fair value of restricted stock units awarded using a discounted cash flow model which requires management to make certain assumptions with respect to model inputs including anticipated future dividends not paid during the restriction period, and a discount for lack of marketability for a one-yearone-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 May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09,Revenue from Contracts with Customers. This ASU provides a framework for revenue recognition that replaces most existing GAAP revenue recognition guidance when it becomes effective. We have an option to use either a retrospective approach or a cumulative effect adjustment approach to implement the 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 the consolidated balance sheets 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 our consolidated statements of cash flows.


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Recently Adopted Accounting Pronouncements

In NovemberJuly 2015, the FASB issued ASU 2015-17,2015-11, 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. We adopted effective July 1, 2017, and the new guidance is being applied prospectively. The adoption did not have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, which requires the Company to present all deferred tax assets and liabilities as noncurrent. This pronouncement is effective for the CompanyWe adopted this ASU on July 1, 2017 and early adoption is permitted. The Company is currently evaluatingon a prospective basis. At June 30, 2017 we had net current deferred tax assets of $3.9 million which would have been classified as noncurrent under the impact on our consolidated financial statements and the timing of adoption.new standard.

 

In FebruaryMarch 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,-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 isWe adopted 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. TheFor the fiscal year ended June 30, 2018, the Company recorded a net tax expense of $0.6 million due to adoption of this ASU. For the fiscal year ended June 30, 2017, the Company recorded a credit to additional paid in capital of $0.1 million, that under 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.standard would have been recognized in income.

(2)     Business Acquisitions

(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, 2016, 20152018, 2017 and 20142016, respectively.

(3)     Inventories

(3)

Inventories

 

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

 

 

2016

  

2015

  

2018

  

2017

 
                

Finished goods

 $129,627  $118,537  $124,640  $117,388 

Work in process

  9,497   10,537   12,057   10,638 

Raw materials

  27,554   25,943   27,947   26,269 

Valuation allowance

  (4,355)  (3,101)  (1,632)  (4,812)
Inventories $162,323  $151,916  $163,012  $149,483 

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


(4)     Property, Plant and Equipment

(4)

Property, Plant and Equipment

 

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

 

 

2016

  

2015

  

2018

  

2017

 
                

Land and improvements

 $80,002  $82,806  $82,899  $79,200 

Building and improvements

  392,196   385,439   404,522   400,246 

Machinery and equipment

  126,066   126,667   123,606   125,773 
Property, plant and equipment, gross  598,264   594,912   611,027   605,219 

Less: accumulated depreciation and amortization

  (324,649)  (317,877)  (343,124)  (335,021)
Property, plant and equipment, net  $273,615  $277,035  $267,903  $270,198 

 

(5)     Goodwill and Other Intangible Assets

(5)

Goodwill and Other Intangible Assets

 

At both June 30, 2016 2018 and 2015,2017, we had $25.4$25.4 million of goodwill, and $19.7$19.7 million of other indefinite-lived intangible assets consisting of Ethan Allen trade names, all of which is in our wholesale segment.

 

In the fourth quarter of fiscal years 2016, 2015,2018,2017, and 2014,2016, the Company performed qualitative assessments of the fair value of the wholesale reporting unit and concluded it is more likely than notthat 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 2016, 20152018,2017 and 2014.To2016. To calculate fair value of these assets, management relies on estimates and assumptions which by their nature have varying degrees of uncertainty. Management therefore looks for third party transactions to provide the best possible support for the assumptions incorporated. Management considers several factors to be significant when estimating fair value including expected financial outlook of the business, changes in the Company’s stock price, the impact of changing market conditions on financial performance and expected future cash flows, and other factors. Deterioration in any of these factors may result in a lower fair value assessment, which could lead to impairment of the long-lived assets and goodwill of the Company.

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

(6)     Borrowings

(6)

Debt

 

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 
  

2018

  

2017

 
         

Term Loan due 10/21/2019

 $-  $13,833 

Capital leases

  1,680   1,085 

Total debt obligations

  1,680   14,918 

Unamortized debt issuance costs

  -   (579)

Total debt

  1,680   14,339 

Less current maturities

  584   2,731 

Total long-term

 $1,096  $11,608 

 

In September 2005, we issued $200 million in ten-year senior unsecured notes due October 1, 2015 (the "Senior Notes").

The Company entered into a five year, $150$150 million senior secured revolving credit and term loan facility on October 21, 2014, as amended (the “Facility”). The Company intends to use the Facility for working capital and general corporate purposes, including dividend payments and share repurchases. The Facility, which expires on October 21, 2019, providesprovided a term loan of up to $35$35 million and a revolving credit line of up to $115$115 million, subject to borrowing base availability. During March 2015, we utilized $35 million of the term loan and $40 million of the revolving credit line, along with our available cash to fully redeem our Senior Notes. We incurred financing costs of $1.5$1.5 million under the Facility, which are being amortized by the interest method, over the remaining life of the Facility.

 

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

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

 

Quarterly installmentsIn fiscal 2018 the Company repaid the remaining balance of principal$13.8 million 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 repayexcess operating cash. In fiscal 2017 we repaid $25.0 million of the revolving credit line portion of the Facility within the next year.facility with excess operating cash.

 

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

 

The Facility includes a covenant that requires the Company mustto maintain a minimum fixed charge coverage ratio of 1.1 to 1.0 at all times. Iftimes unless the outstanding term loans are less than $17.5$17.5 million and the fixed charge coverage ratio equals or exceeds 1.25 to 1.0, in which case the fixed charge coverage ratio ceases to apply and thereafter 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 online. The Company has met the term loan, bringing the outstanding term loan to $17.3 million,exemption conditions and is currently exempt from 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.covenant.

 


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, 2016 2018 and June 30, 2015, 2017, there was $0.2$6.2 million and $0.1 million respectively, of standby letters of credit outstanding under the Facility. In fiscal 2018 we issued a $5.9 million letter of credit for our workmen’s compensation obligation in lieu of restricted cash, resulting in reclassification of this restricted cash to cash and cash equivalents. Total availability under the Facility was $89.8$108.8 million at June 30, 2016 2018 and $74.8$114.9 million at June 30, 2015. The increase was due to $15.0 million payments we made on the revolving loan during fiscal 2016.2017.

 

At both June 30, 2016 2018 and June 30, 2015, 2017, we were in compliance with all covenants ofunder the Senior Notes and the credit facilities.Facility.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

The weighted-average interest rate applicable under our outstanding debt obligations for each 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%
  

Fiscal Year Ended June 30,

 
  

2018

  

2017

  

2016

 

Weighted-average interest rate

  3.3%  2.4%  2.0%

 

Aggregate scheduled maturities of our debt obligations for each of the five fiscal years subsequent to June 30, 2016, 2018, and thereafter are as follows (in thousands):

 

Fiscal Year Ended June 30

        

2017

  3,303 

2018

  2,815 

2019

  2,396   584 

2020

  34,213   557 

2021

  -   444 

Subsequent to 2021

  - 

2022

  67 

2023

  28 

Subsequent to 2023

  - 

Total scheduled debt payments

 $42,727  $1,680 

 

(7)     Leases

(7)

Leases

 

We lease real property and equipment under various operating lease agreements expiring at various times through 2039. Leases covering retail design center locations and equipment may require, in addition to stated minimums, contingent rentals based on retail sales or equipment usage. Generally, the leases provide for renewal for various periods at stipulated rates. Future minimum lease payments under non-cancelable operating leases for each of the five fiscal years subsequent to June 30, 2016, 2018, and thereafter are shown in the table following.below. Also shown are minimum future rentals from subleases, which will partially offset lease payments in the aggregate (in thousands):

 

Fiscal Year Ended June 30

        
 

Minimum

  

Minimum

  

Future Minimum

  

Future Minimum

 
 

Future

  

Future

 
 

Lease

  

Sublease

 
 

Payments

  

Rentals

 

2017

 $33,895  $1,990 

2018

  32,197   2,009 

Fiscal Year Ended June 30,

 

Lease Payments

  

Sublease Rentals

 

2019

  28,517   1,460  $34,391  $2,313 

2020

  24,439   956   29,231  $1,800 

2021

  22,081   767   26,120   1,611 

Subsequent to 2021

  74,291   766 

2022

  22,332   1,505 

2023

  16,866   1,077 

Subsequent to 2023

  47,046   1,124 

Total

 $215,420  $7,948  $175,986  $9,430 

 


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):

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Basic rentals under operating leases

 $31,692  $31,220  $31,168  $33,734  $33,033  $31,692 

Contingent rentals under operating leases

  180   160   215   133   142   180 
Basic and contingent rentals  31,872   31,380   31,383   33,867   33,175   31,872 

Less: sublease rent

  (1,964)  (3,062)  (2,494)  (1,853)  (1,824)  (1,964)

Total rent expense

 $29,908  $28,318  $28,889  $32,014  $31,351  $29,908 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Deferred rent credits and deferred lease incentives are reflected in the Consolidated Balance Sheets under the caption other long-term liabilities, 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 yearsAmounts recorded are as follows:

 

 

June 30,

 
 

2016

  

2015

  

2018

  

2017

 

Deferred rent credits

 $13,003  $12,362  $13,157  $13,876 

Deferred lease incentives

 $4,538  $3,762  $4,532  $5,238 

 

(8)     Shareholders' Equity

(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 $.01$.01 per share, and (c) 1,055,000 shares of Preferred Stock, par value $.01$.01 per share,share. The Board of which (i) 30,000Directors may provide for the issuance of all or any shares have been designated Series A Redeemable Convertibleof Preferred Stock (ii) 30,000 shares have been designated Series B Redeemable Convertible Preferred Stock, (iii) 155,010 shares have been designatedin one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as Series C Junior Participating Preferred Stock,shall be stated and (iv)expressed in the remaining 839,990 shares may be designatedresolution or resolutions adopted by the Board of Directors withproviding for the issuance of such rightsclass or series and preferences as they determine (all such preferred stock, collectively,may be permitted by the "Preferred Stock"). SharesGeneral Corporation Law of Class B Common Stock are convertible tothe State of Delaware. As of June 30, 2018 and 2017, there were no shares of our Common Stock upon the occurrence of certain events or other specified conditions being met. As of June 30, 2016 and 2015, there were no shares of Preferred Stock or Class B Common Stock issued or outstanding.

 

Share Repurchase Program

 

On November 21, 2002, our Board of Directors approved a share repurchase program authorizing us to repurchase up to 2,000,0002.0 million shares of our common stock, from time to time, either directly or through agents, in the open market at prices and on terms satisfactory to us. Subsequent toAfter that date, the Board of Directors increased the aggregate authorization under the repurchase program on several separate occasions, the last of which was on April 13, 2015 24, 2018 when the Board of Directors increased the aggregate authorization to approximately 3,000,0003.0 million 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.Aswarrant. As of June 30, 2016 2018 we had a remaining Board authorization to repurchase 1.82.5 million shares.

 

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

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Common shares repurchased

  697,799   645,831   -   950,484   357,363   697,799 

Cost to repurchase common shares

 $19,346,104  $16,469,725  $-  $22,019,381  $10,246,302  $19,346,104 

Average price per share

 $27.72  $25.50  $-  $23.17  $28.67  $27.72 

 

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.operations, and our credit facility. All of our common stock repurchases are recorded as treasury stock and result in a reduction of shareholders’ equity.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(9)      Earnings per Share

(9)

Earnings per Share (in thousands)

 

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

 

  

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 
  

2018

  

2017

  

2016

 

Weighted average shares of common stock outstanding for basic calculation

  27,321   27,679   28,072 
             

Effect of dilutive stock options and other share-based awards

  304   279   252 
             

Weighted average shares of common stock outstanding adjusted for dilution calculation

  27,625   27,958   28,324 

 

Certain restricted stock awardsIn 2018,2017 and the potential exercise of certain2016, stock options and share based awards of 195,379 and 460 respectively, were excluded from the respective diluted earnings per share calculation because their impact is anti-dilutive. In 2016, 2015 and 2014, stock options and share based awards of 460,155, 591,058 and 724,292, respectively, have been excluded.

 

(10)     Share-Based Compensation

(10)

Share-Based Compensation

 

For the twelve months ended June 30, 2016, 2015,2018, 2017, and 2014,2016, share-based compensation expense totaled $2.4$1.0 million, $1.2$1.3 million, and $1.3$2.4 million respectively. These amounts have been included in the Consolidated Statements of Comprehensive Income within selling, general and administrative expenses. During the twelve months ended June 30, 2016, 2015,2018, 2017, and 2014,2016, we recognized related tax benefits associated with our share-based compensation arrangements totaling $0.8$0.5 million, $0.5$0.5 million and $0.5$0.8 million, respectively (before valuation allowances). Such amounts have been included in the Consolidated Statements of Comprehensive Income within income tax expense.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

At June 30, 2016, 2018, we had 1,341,2071,447,639 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 undeunder 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 includedinclude both company performance and service vesting conditions (as further described below). Grants to independent directors hadhave a 3 year-year service vestvesting condition. Following is a description of grants made under the Plan.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Stock Option Awards

 

We estimate, as of the date of grant, the fair value of stock options awarded using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e. expected volatility) and option exercise activity (i.e. expected life). Expected volatility is based on the historical volatility of our stock. The risk-free rate of return is based on the U.S. Treasury bill rate extrapolated to the term 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:

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Volatility

  48.1%  52.9%  56.3%  31.5%  36.8%  48.1%

Risk-free rate of return

  1.93%  2.03%  1.52%  1.76%  1.03%  1.93%

Dividend yield

  1.95%  2.09%  1.55%  2.47%  1.96%  1.95%

Expected average life (years)

  6.3   6.7   5.2   4.6   5.0   6.3 

 

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, 2016, 2017, 196,000 Performance Options achieved the performance conditions, and consequently will vest ratably in three equal tranches on the grant date anniversary in years three, four and five provided service conditions are also met. The Company considers the remaining 130,000 Performance Options to be probable of achievingdid not achieve the respective performance conditions so they are being amortizedthe amortization to expense over their respective service periods.date was reversed at June 30, 2017, and the options were cancelled during fiscal 2018. The Performance Options are reflected in the options tables presented below. All options were issued at the closing stock price on each grant date, and have a contractual term of 10 years. A summary of stock option activity occurring during the fiscal year ended June 30, 2016 2018 is presented below.

 

         

Weighted

              

Weighted

     
     

Weighted

  

Average

          

Weighted

  

Average

     
     

Average

  

Remaining

          

Average

  

Remaining

     
     

Exercise

  

Contractual

  

Aggregate

      

Exercise

  

Contractual

  

Aggregate

 

Options

 

Shares

  

Price

  

Term (yrs)

  

Intrinsic Value

  

Shares

  

Price

  

Term (yrs)

  

Intrinsic Value

 

Outstanding - June 30, 2015

  994,888  $24.33         

Outstanding - June 30, 2017

  836,020  $24.41         

Granted

  24,367   28.73           19,482   30.80         

Exercised

  (36,958)  19.87           (9,066)  21.37         

Canceled (forfeited/expired)

  (75,224)  30.85           (284,841)  30.28         

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 

Outstanding - June 30, 2018

  561,595   21.70   3.7  $2,205,554 

Exercisable - June 30, 2018

  453,423  $20.25   2.9  $2,205,554 

 


 

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 2016, 20152018,2017 and 20142016 was $11.53, $11.30$6.93,$8.30 and $11.42$11.53 respectively. The total intrinsic value of options exercised during 2016, 2015fiscal 2018,2017 and 20142016 was $0.3$0.1 million, $4.5$0.8 million, and $0.2$0.3 million, respectively. As of June 30, 2016, 2018, there was $2.0$0.3 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 2.61.4 years. A summary of the nonvested shares as of June 30, 2016 2018 and changes during the year then ended is presented below.

 

     Weighted Average 
     Grant Date      

Weighted Average

 

Options

 

Shares

  Fair Value  

Shares

  

Grant Date Fair Value

 

Nonvested June 30, 2015

  454,574  $10.49 

Nonvested June 30, 2017

  285,284  $11.18 

Granted

  24,367   11.53   19,482   6.93 

Vested

  (96,191)  7.59   (69,219)  10.99 

Canceled (forfeited/expired)

  (29,048)  11.33   (127,375)  11.40 

Nonvested at June 30, 2016

  353,702  $11.28 

Nonvested at June 30, 2018

  108,172  $10.27 

 

Restricted Stock Awards

No new restricted stock awards were granted during fiscal 2016. A summary of nonvested restricted share activity occurring during the fiscal year ended June 30, 2016 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

  -  $- 

As of June 30, 2016, there was no unrecognized compensation cost related to restricted shares granted under the Plan. The total fair value of restricted shares vested during the fiscal years ending June 30, 2016 and 2015 was $0.7 million and $0.8 million respectively.

Stock Unit Awards

 

We account for stock unit awards as equity-based awards because upon vesting, they will be settled in common shares. These awards, which contain time and other vesting conditions, may also contain performance conditions providing recipients a contingent right to receive shares of the Company's common stock ("Performance Units"), conditioned upon the Company's achievement of certain performance targets and goals, and subject to the terms of the agreements. For Performance Units, we expense as compensation cost the fair value of the shares as of the grant date, and amortize expense ratably over the total performance and time vest period, taking into account the probability that we will satisfy the performance goals. We estimate, as of the date of grant, the fair value of Performance Units with a discounted cash flow model, using as model inputs the risk-free rate of return as the discount rate, dividend yield for dividends not paid during the restriction period, and a discount for lack of marketability for a one-yearone-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 yearyears ended June 30 isare noted in the table following. No Performance based restricted stock 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
  

2018

  

2017

 

Volatility

  32.9%  30.8%

Risk-free rate of return

  1.41%  0.92%

Dividend yield

  2.47%  1.97%

Expected average life (years)

  1.91   2.04 


 


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. Equity-based compensation expenses related to performance-based shares recognized in our consolidated statements of comprehensive income are presented in the following table for the fiscal years ended June 30 (in thousands).

Granted within fiscal years ending June 30,

 

2018

  

2017

 

2016

 $92  $794 

2017

  (12)  12 

2018

  457   - 

Total expense

 $537  $806 

 

A summary of stock unit activity occurring during the fiscal year ended June 30, 2016 2018 is presented below.

 

     

Weighted

      

Weighted

 
     

Average

      

Average

 
     

Grant Date

      

Grant Date

 
 

Units

  

Fair Value

  

Units

  

Fair Value

 

Non-vested units at June 30, 2015

  126,000  $24.67 

Nonvested June 30, 2017

  308,330  $25.92 

Granted

  92,050   24.34   162,500   25.18 

Vested

  -   -   (59,211)  23.96 

Canceled (forfeited/expired)

  -   -   (81,250)  24.94 

Non-vested units at June 30, 2016

  218,050   24.53 

Nonvested at June 30, 2018

  330,369  $26.15 

 

As of June 30, 2016, 2018, there was $1.4$0.6 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.

1 year.

 

Restricted Stock Awards

A summary of stock unit activity occurring during the fiscal year ended June 30, 2018 is presented below.

Weighted

Average

Grant Date

Units

Fair Value

Nonvested June 30, 2017

-$-

Granted

16,23425.62

Vested

--

Canceled (forfeited/expired)

(16,234)(25.62)

Nonvested at June 30, 2018

-$-

(11)     Income Taxes

During fiscal 201816,234 restricted stock awards were granted and then subsequently voided. There was no unrecognized compensation cost related to restricted shares granted under the Plan for fiscal 2018.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(11)

Income Taxes

 

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

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Current:

                        

Federal

 $27,660  $15,064  $20,693  $10,289  $15,265  $27,660 

State

  2,898   489   1,900   1,689   1,585   2,898 

Foreign

  88   55   60   824   445   88 

Total current

  30,646   15,608   22,653   12,802   17,295   30,646 

Deferred:

                        

Federal

  (237)  2,979   (941)  174   3,413   (237)

State

  207   759   (1,921)  (124)  85   207 

Foreign

  703   195   (320)  (156)  8   703 

Total deferred

  673   3,933   (3,182)  (106)  3,506   673 

Income Tax Expense (Benefit)

 $31,319  $19,541  $19,471  $12,696  $20,801  $31,319 


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):

 

 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 
                                                

Expected Income Tax Expense

 $30,785   35.0% $19,839   35.0% $21,841   35.0% $13,739   28.0% $19,947   35.0% $30,785   35.0%

State income taxes, net of federal income tax

  2,514   2.9%  1,597   2.8%  2,209   3.5%  1,263   2.6%  1,403   2.5%  2,514   2.9%

Valuation allowance

  339   0.4%  409   0.7%  (1,540)  -2.5%  42   0.1%  329   0.6%  339   0.4%

Re-measurement of deferred taxes

  (2,651)  -5.4%  -   -   -   - 

Section 199 Qualified Production Activities deduction

  (1,513)  -1.7%  (998)  -1.8%  (1,342)  -2.2%  (678)  -1.4%  (999)  -1.8%  (1,513)  -1.7%

Unrecognized tax expense (benefit)

  (479)  -0.5%  (641)  -1.1%  (904)  -1.4%  55   0.1%  (48)  -0.1%  (479)  -0.5%

Stock compensation - Cancelations & exercises

  570   1.2%   -    -   -    - 

Other, net

  (327)  -0.4%  (665)  -1.2%  (793)  -1.3%  356   0.7%  169   0.3%  (327)  -0.4%

Actual income tax expense (benefit)

 $31,319   35.6% $19,541   34.5% $19,471   31.2% $12,696   25.9% $20,801   36.5% $31,319   35.6%

 

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

 

 

2016

  

2015

  

2018

  

2017

 

Deferred tax assets:

                

Employee compensation accruals

  4,343   4,555   2,729   4,395 

Stock based compensation

  2,665   2,639   933   2,878 

Deferred rent credits

  6,705   5,943   4,407   7,290 

Net operating loss carryforwards

  3,375   4,059   3,959   3,687 

Inventories

  62   1,254 

Goodwill

  1,729   2,748   328   953 

Other, net

  2,659   3,241   1,645   2,396 

Total deferred tax assets

  21,476   23,185   14,063   22,853 

Less: Valuation allowance

  (2,155)  (1,816)  (2,527)  (2,485)

Net deferred tax assets

 $19,321  $21,369  $11,536  $20,368 

 

  

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 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

  

2018

  

2017

 

Deferred tax liabilities:

        

Property, plant and equipment

  2,827   5,360 

Intangible assets other than goodwill

  8,951   14,166 

Commissions

  2,230   3,420 

Total deferred tax liability

  14,008   22,946 

Total net deferred tax asset (liability)

 $(2,472) $(2,578)

 

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

 

 

2016

  

2015

  

2018

  

2017

 

Current assets

 $3,174  $2,301   -  $3,916 

Non-current assets

  3,001   3,932   1,688   1,167 

Current liabilities

  -   -   -   - 

Non-current liabilities

  5,246   4,631   4,160   7,661 

Total net deferred tax asset

 $929  $1,602 

Total net deferred tax asset (liability)

 $(2,472) $(2,578)

 

CurrentCommencing with fiscal 2018 the Company is prospectively reporting its deferred tax assets and liabilities as non-current in conformance with ASU 2015-17 “Balance Sheet Classification of Deferred Tax Assets. For fiscal 2017, 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 less than 50% likely that assets will be realized. At June 30 of 20162018 and 2015,2017, such an allowance was in place against the Belgian foreign tax assets, and at June 30, 2016 2018 this valuation allowance was approximately $2.2$2.6 million.

 

The Company’s deferred income tax assets at June 30, 2016 2018 with respect to the net operating losses expire as follows (in thousands):

 

  

Deferred

   

Net Operating

 
  

Income

   

Loss

 
  

Tax Assets

   

Carryforwards

 

United States (State), expiring between 2017 and 2032

 $1,086   $24,130 

Foreign, Expiring in 2034

  2,289 

 

  6,809 
  

Deferred

  

Net Operating

 
  

Income

  

Loss

 
  

Tax Assets

  

Carryforwards

 

United States (State), expiring between 2025 and 2032

 $1,340  $23,831 

Foreign, expiring between 2034 and 2038

  2,619   7,745 

 

Deferred U.S. federal income taxes are were previously not provided for unremitted foreign earnings of our foreign subsidiaries because we expectexpected those earnings willto be permanently reinvested. As part of the Tax Act the Company must report The Deemed Repatriation Transition Tax (the “Transition Tax”) on previously untaxed accumulated earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We are able to make a reasonable estimate and recorded a provisional Transition Tax obligation of $125K.

 

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018, introduces a limitation on the deduction of certain interest expenses, introduces a deduction for certain business capital expenditures and introduces a system of taxing foreign-sourced income from multinational corporations. The Company will compute its income tax expense for the June 30, 2018 fiscal year using a blended Federal Tax Rate of 28%. The 21% Federal Tax Rate will apply to fiscal years ending June 30, 2019 and each year thereafter.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The Company must re-measure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. As of June 30, 2018, the Company can determine a reasonable estimate for the effects of tax reform. The re-measurement of the deferred tax assets and liabilities resulted in a discrete tax benefit $2.7 million at June 30, 2017 which lowered the effective tax rate by 5.4% for the fiscal year.

Uncertain Tax Positions

 

We recognize interest and penalties related to income tax matters as a component of income tax expense. If the $2.2$2.2 million of unrecognized tax benefits and related interest and penalties as of June 30, 2016 2018 were recognized, approximately $1.4$1.7 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, 2016 2018 and 20152017 is as follows (in thousands):

 

 

2016

  

2015

  

2018

  

2017

 

Beginning balance

 $3,117  $4,699  $2,106  $2,170 

Additions for tax positions taken

  776   568   467   646 

Reductions for tax positions taken in prior years

  (1,530)  (1,555)  (386)  (694)

Settlements

  (193)  (596)  -   (16)

Ending balance

 $2,170  $3,117  $2,187  $2,106 

 

It is reasonably possible that various issues relating to approximately $0.4$0.3 million of the total gross unrecognized tax benefits as of June 30, 2016 2018 will be resolved within the next twelve months as exams are completed or statutes expire. If recognized, approximately $0.3$0.1 million of unrecognized tax benefits would reduce our tax expense in the period realized. However, actual results could differ from those currently anticipated.

 

The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by the taxing authorities in such major jurisdictions as the U.S. Canada, Mexico, Belgium and Honduras. As of June 30, 2016, 2018, the Company and certain subsidiaries are currently under audit from 20102015 through 20152016 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

 

(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)401(k) portion of the Savings Plan on behalf of each participant. Total 401(k)401(k) Company match expense amounted to $3.4$3.4 million in 2016, $3.32018,$3.5 million in 2015,2017, and $2.8$3.4 million in 2014. The contribution was made entirely in cash in 2016, 2015 and 2014.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES 2016.

 

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 $3.6$0.1 million, $3.7$1.0 million, and $3.5$3.6 million in 2016, 20152018,2017 and 2014,2016, respectively.

(13)     Litigation

(13)

Litigation

 

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 various 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. 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.

 


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Regulations issued under the Clean 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. In order toTo reduce the use of hazardous materials in the manufacturing 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.ASC 450Contingencies. 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

(14)

Accumulated Other Comprehensive Income (Loss)

 

The following table sets forth the activity in accumulated other comprehensive income (loss) for the fiscal yearyears ended June 30 2016 (in(in thousands):

 

  

Foreign

 
  

currency

 
  

translation

 
  

adjustments

 

Balance June 30, 2015

 $(2,638)

Changes before reclassifications

  (2,208)

Amounts reclassified from accumulatedother comprehensive income

  - 

Current period other comprehensive income

  (2,208)

Balance June 30, 2016

 $(4,846)
  

Years ended June 30,

 
  

2018

  

2017

 

Beginning balance

 $(4,131) $(4,846)

Changes before reclassifications

  (2,040)  715 

Amounts reclassified from accumulated other comprehensive income

  -   - 

Current period other comprehensive income (loss)

  (2,040)  715 

Ending balance

 $(6,171) $(4,131)

 

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.period.

(15)     Segment Information

(15)

Segment Information

 

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

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

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

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

 

We evaluate performance of the respective segments based upon revenues and operating income. While the manner in which our home furnishings and accents are marketed and sold is consistent, the nature of the underlying recorded sales (i.e. wholesale versus retail) and the specific services that each operating segment provides (i.e. wholesale manufacturing, sourcing, and distribution versus retail selling) are different. Within each segment, we maintain revenue information according to each respective product line (i.e. case goods, upholstery, or home accents and other). 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,

 
  

2016

  

2015

  

2014

 

Case Goods

  32%  34%  36%

Upholstered Products

  51%  48%  48%

Home Accessories and Other

  17%  18%  16%
   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 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

As of June 30, 2018, the Company operated 148 design centers (our retail segment) and our independent retailers operated 148 design centers. Our wholesale segment net sales include sales to our retail segment, which are eliminated in consolidation, and sales to our independent retailers. Our retail segment net sales accounted for 77% of our consolidated net sales in fiscal 2018. Our wholesale segment net sales to independent retailers and other third parties accounted for 23%, including approximately 15.5% of our consolidated net sales in fiscal 2018 to our ten largest customers, including the GSA and nine independent retailers who operate 105 design centers. Information for each of the last three fiscal years ended June 30 is provided below (in thousands):

 

June 30

  

June 30

  

June 30

  

2018

  

2017

  

2016

 
 

2016

  

2015

  

2014

 

Total Assets:

            

Net sales:

            

Wholesale segment

 $271,116  $295,949  $339,271  $475,731  $453,326  $491,467 

Retail segment

  339,942   341,886   344,025   587,502   603,677   626,511 

Inventory profit elimination (2)

  (33,649)  (31,858)  (28,862)

Elimination of inter-company sales

  (296,449)  (293,618)  (323,776)

Consolidated Total

 $577,409  $605,977  $654,434  $766,784  $763,385  $794,202 
            

Operating income (loss):

            

Wholesale segment

 $48,499  $53,505  $74,412 

Retail segment

  (1,738)  1,198   16,450 

Adjustment of inter-company profit (1)

  2,106   3,247   (1,683)

Consolidated Total

 $48,867  $57,950  $89,179 
            

Depreciation & Amortization:

            

Wholesale segment

 $7,752  $7,550  $7,587 

Retail segment

  12,079   12,565   11,766 

Consolidated Total

 $19,831  $20,115  $19,353 
            

Capital expenditures:

            

Wholesale segment

 $4,286  $8,589  $12,446 

Retail segment

  14,487   9,732   10,686 

Consolidated Total

 $18,773  $18,321  $23,132 

  

June 30,

  

June 30,

  

June 30,

 
  

2018

  

2017

  

2016

 

Total Assets:

            

Wholesale segment

 $241,616  $279,364  $271,116 

Retail segment

  317,590   319,341   339,942 

Inventory profit elimination (2)

  (28,773)  (30,483)  (33,649)

Consolidated Total

 $530,433  $568,222  $577,409 

 

 (1) (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 sales to consumers through the Company operated design centers. The number of international design centers, and the related net sales as a percent of our consolidated net sales is shown in the following table.

 

 

Fiscal Year Ended June 30,

  

Fiscal Year Ended June 30,

 
 

2016

  

2015

  

2014

  

2018

  

2017

  

2016

 

Independent design centers

  103   97   91   104   107   103 

Company operated design centers

  6   7   8   6   6   6 

Total international design centers

  109   104   99   110   113   109 
                        

Percentage of consolidated net sales

  9.2%  11.6%  10.6%  10.2%  10.0%  9.2%

 


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(16)

(16) Selected Quarterly Financial Data (Unaudited)

 

Tabulated below is selected financial data for each quarter of the fiscal years ended June 30, 2016, 2015,2018, 2017, and 20142016 (in thousands, except per share data):

 

 

Quarter Ended

  

Quarter Ended

 
 

September 30

  

December 31

  

March 31

  

June 30

 

Fiscal 2018:

                

Net Sales

 $181,302  $198,481  $181,419  $205,582 

Gross profit

  100,323   107,791   96,708   111,142 

Net income

  7,415   14,862   2,616   11,478 

Earnings per basic share

  0.27   0.54   0.10   0.43 

Earnings per diluted share

  0.27   0.54   0.09   0.42 

Dividends declared per common share

  0.19   0.50   0.19   0.19 
                

Fiscal 2017:

                

Net Sales

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

Gross profit

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

Net income

  11,529   10,700   2,282   11,683 

Earnings per basic share

  0.42   0.39   0.08   0.42 

Earnings per diluted share

  0.41   0.38   0.08   0.42 

Dividends declared per common share

  0.17   0.19   0.19   0.19 
 

September 30

  

December 31

  

March 31

  

June 30

                 

Fiscal 2016:

                                

Net Sales

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

Gross profit

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

Net income

  13,147   16,534   10,178   16,778   13,147   16,534   10,178   16,778 

Earnings per basic share

  0.46   0.58   0.37   0.60   0.46   0.58   0.37   0.60 

Earnings per diluted share

  0.46   0.58   0.36   0.60   0.46   0.58   0.36   0.60 

Dividends declared per common share

  0.14   0.14   0.17   0.17   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 

 

(17)     Financial Instruments

(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 At June 30, 2016 and June 30, 2015

(in thousands):

June 30, 2016

 
  

Level 1

  

Level 2

  

Level 3

  

Balance

 

Cash equivalents

 $60,479  $-  $-  $60,479 

Available-for-sale securities

  -   -   -   - 

Total

 $60,479  $-  $-  $60,479 

June 30, 2015

 
  

Level 1

  

Level 2

  

Level 3

  

Balance

 

Cash equivalents

 $84,192  $-  $-  $84,192 

Available-for-sale securities

  -   2,198   -   2,198 

Total

 $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 2016 or 2015. At June 30, 2016 and 2015, $7.82017, $7.3 million and $8.0 million, respectively, of cash equivalents were restricted and classified as a long-term asset.

We did not hold any restricted cash equivalents at June 30, 2018. We did not hold any available-for-sale securities at June 30 2016 as all municipal bonds matured 2018 and the proceeds were transferred to our operating cash accounts. As of June 30, 2015, available for sale securities consisted of $2.2 million in U.S. municipal bonds, with maturities of less than two years, and were 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, 2016 or June 30, 2015.

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

June 30, 2015

 
      

Amortized

  

Estimated

 
  

Cost

  

Cost

  

Fair Value

 

Due in one year or less

 $2,296  $2,155  $2,198 

Due after one year through five years

 $-      $- 

There were no proceeds from sales of investments available for sale in fiscal 2016 and $15.4 million during fiscal 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 Basis2017.

 

We measure certain assets, including our cost and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2015, 2018 we determined that certain long-liveddid not record any other-than-temporary impairments on those assets of our retail design centers in Belgium were impaired, and an impairment charge of $0.8 million was recordedrequired to be measured at that time.fair value on a non-recurring basis.

 

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(18)     Restricted Cash and Investments

(18)

Restricted Cash and Investments

 

At June 30, 2016 and 2015 2017 we held $7.8$7.3 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. These restricted funds,By June 30, 2018, this obligation had been reduced to $5.9 million, which can be invested by us in money market mutual funds,was then exchanged for a letter of credit for the benefit of this provider, 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.restrictions were removed. See also Note 17, “Financial Instruments”.

(19)

Subsequent Events

 

(19)     Subsequent Events

None.

(20)     Valuation and Qualifying Accounts

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

      

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

 

None.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 9A.     Controls and Procedures

 

Disclosure Controls and Procedures

 

We 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 our Chairman of the Board and Chief Executive Officer ("CEO") and Executive Vice President Administration and Chief Financial Officer("CFO"), as appropriate, to allow timely decisions regarding required financial disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including the CEO and the 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 CFO have concluded that, as of June 30, 2016,2018, 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 to the SEC is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 


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 such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)). Our 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 U.S. GAAP.

 

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

 

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

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

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

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 (2013 framework). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 20162018 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, 2016,2018, as stated in their report included under Item 8 of this Annual Report.

 

Changes in Internal Control over Financial Reporting

 

During 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 variousThere have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.      Other Information

 

None.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART III

 

Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated by reference to Ethan Allen Interiors Inc. proxy statement for the Annual Meeting of Shareholders scheduled to be held on November 16, 201614, 2018 (the "Proxy Statement") to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our 20162018 fiscal year.


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Item 10.     Directors, Executive Officers and Corporate Governance

 

Code of Ethics 

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

 

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

 

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

 

Identification of Executive Officers

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

 

Audit Committee Financial Expert 

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

 

James B. Carlson

Clinton A. Clark

Domenick J. Esposito

James W. Schmotter


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

 

The remaining information required by this Item will be included in and is incorporated herein by reference from our 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 20162018 Proxy Statement.

 

Item 11.     Executive Compensation


The information required by this Item will be included in and is incorporated herein by reference from our 20162018 Proxy Statement.

 

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


The information required by this Item is incorporated by reference to the sections entitled ["Equity Compensation Plan Information"] and ["Security Ownership of Common Stock of Certain Owners and Management"] in the 20162018 Proxy Statement.

 

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


The information required by this Item is incorporated by reference to the section entitled ["Certain Relationships and Related Party Transactions"] and ["Corporate Governance —Director Independence "] in the 20162018 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 20162018 Proxy Statement.

 

PART IV

Item 15.     Exhibits and Financial Statement Schedules

 

 

(a)(1)

Financial Statements.Statements. Our Consolidated Financial Statements, included under Item 8 hereof, as required at June 30, 20162018 and 2015,2017, and for the years ended June 30, 2016, 20152018, 2017 and 20142016 consist of the following:

 

Consolidated Balance Sheets

 

Consolidated Balance Sheets

Consolidated Statements of OperationsComprehensive Income

 

Consolidated Statements of Cash Flows


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

Consolidated Statements of Shareholders' Equity

 

Notes to the Consolidated Financial Statements

 

(a)(2)

Notes to Consolidated

Financial StatementsStatement Schedules. None.

 

(b)

(a)(2)Financial Statement Schedules. None.
(b)

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

 

 

Exhibit

Number

Exhibit

 

3 (a)

Amended and Restated Certificate of Incorporation of the Company dated as of March 23, 1993, Certificate of Amendment to Restated Certificate of Incorporation dated as of August 5, 1997, Second Certificate of Amendment to Restated Certificate of Incorporation dated as of March 27, 1998, Third Certificate of Amendment to Restated Certificate of Incorporation dated as of April 28, 1999, Fourth Amendment to Restated Certificate of Incorporation dated as of December 5, 2013, Fifth Amendment to Restated Certificate of Incorporation dated as of December 11, 2015November 16, 2016 (incorporated by reference to Exhibit 3.(A) to the QuarterlyCurrent Report on Form 10-Q8-K of the Company filed with the SEC on January 27,November 18, 2016)

   
 

3 (b)

Certificate of Designations relating to the New Convertible Preferred Stock dated as of March 23, 1993(incorporated (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10‐K10-K of theCompanythe Company filed with the SEC on August 8, 2012)12, 2015)

   
 

3 (c)

Certificate of Designations of Series C Junior Participating Preferred Stock dated as of July 3, 1996, and Certificate of Amendment of Certificate of Designations of Series C Junior Participating Preferred Stock dated as of December 27, 2004 (incorporated by reference to Exhibit 3(c) to the Annual Report on Form 10‐K10-K of the Company filed with the SEC on August 8, 2012)12, 2015)

   
 

3 (d)

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

   
 

3 (e)

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

   
 

3 (f)

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


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)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

10 (a)

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

   
 

10 (b)

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

   
 

10 (c)

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

   
 

10 (d)

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

   
 

10 (d)-1

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

   
 

10 (d)-2

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

   
 

10 (d)-3

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

 

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)


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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)‐5-5 to the Annual Report on Form 10‐K10-K of the Company filed with the SEC on August 12, 2015) (confidential treatment requested under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC)

   
 

10 (e)

Employment Agreement between the Company and M. Farooq Kathwari dated October 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current RepotReport on Form 8-K filed with the SEC on 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 RepotReport 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 RepotReport 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 (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 Exhibit 10(g)-3 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 Exhibit 10(g)-3 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 DocumentionDocumentation Agent dated as of October 21, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s QuarterlyRepotQuarterly Report on Form 10-Q8-K 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) †

   
 

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, 2005) †

   
 

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 8-K of the Company filed with the SEC on November 19, 2007) †


ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

 

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, 2007) †

   
 

10 (g)-5

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

   
 

21

List of wholly-owned subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K of the Company filed with the SEC on August 2, 2017)

   
 

23

Consent of KPMG LLP

   
 

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   
 

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   

*

32.1

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

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

* Furnished herewith.

 

†     Management contract or compensatory plan, contract or arrangement.

Item 16.     Form 10-K Summary

None.


 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES


SIGNATURES

 

SIGNATURES

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

 

ETHAN ALLEN INTERIORS INC.

(Registrant)

DATE: August 2, 2018

By

/s/ M. Farooq Kathwari

 

 

(Registrant)

By/s/ M. Farooq Kathwari                                             

DATE: August 8, 2016

(M. Farooq Kathwari)

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 

By

/s/ Corey Whitely

DATE: August 8, 2016

2, 2018

(Corey Whitely)

Executive Vice President, Administration,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

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

 

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

 

/s/ M. Farooq Kathwari

Chairman, President and Chief Executive Officer

(M. Farooq Kathwari)

(Principal Executive Officer)

  

/s/ Corey Whitely

Executive Vice President, Administration,

(Corey Whitely)

Chief Financial Officer and Treasurer

(Principal Financial Officer)

  

/s/ John S. Bedford

Vice President, Corporate Controller

(John S. Bedford)

(Principal Accounting Officer)

/s/ James B. Carlson

Director

(James B. Carlson)

 

/s/ Clinton A. Clark                                                                      

Director

(Clinton A. Clark)


/s/ John J. Dooner Jr.

Director

(John Dooner)

J. Dooner Jr.)
 

/s/ Domenick J. Esposito

Director

(DominickDomenick J. Esposito)

 

/s/ Mary Garrett

Director

(Mary Garrett)

 

/s/ James W. Schmotter

Director

(James W. Schmotter)

 

/s/ Tara I. Stacom

Director

(Tara I. Stacom)

Date: August 2, 2018

 

 

Date: August 8, 2016

57

74