ETHAN ALLEN INTERIORS INC - Quarter Report: 2008 December (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

 

 

(203) 743-8000

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

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

 

Large accelerated filer x	Accelerated filer                    o
Non-accelerated filer o	Smaller reporting company   o

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

At December 31, 2008, there were 28,769,049 shares of Class A Common Stock, par value $.01, outstanding.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

Item		Page
	Part I – Financial Information
1.	Financial Statements as of December 31, 2008 (unaudited) and June 30, 2008 and for the three and six months ended December 31, 2008 and 2007 (unaudited)
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Equity	5
	Notes to Consolidated Financial Statements	6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
3.	Quantitative and Qualitative Disclosures About Market Risk	36
4.	Controls and Procedures	37
	Part II - Other Information
1.	Legal Proceedings	37
1A.	Risk Factors	37
2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
3.	Defaults Upon Senior Securities	38
4.	Submission of Matters to a Vote of Security Holders	38
5.	Other Information	38
6.	Exhibits	38
	Signatures	39

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

 

		December 31, 2008			June 30, 2008
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	64,544		$	74,376
Accounts receivable, less allowance for doubtful accounts of $1,814 at December 31, 2008 and $2,535 at June 30, 2008		8,865			12,672
Inventories (note 4)		187,831			186,265
Prepaid expenses and other current assets		20,419			32,860
Deferred income taxes		4,399			4,005
Total current assets		286,058			310,178
Property, plant and equipment, net		353,247			350,432
Goodwill and other intangible assets (notes 6 and 7)		94,077			96,823
Other assets		4,317			4,540
Total assets		$	737,699		$	761,973
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt (note 8)		$	41		$	41
Customer deposits		29,686			47,297
Accounts payable		26,457			26,444
Accrued compensation and benefits		33,239			32,568
Accrued expenses and other current liabilities (note 5)		29,658			29,152
Total current liabilities		119,081			135,502
Long-term debt (note 8)		203,047			202,988
Other long-term liabilities		21,040			20,383
Deferred income taxes		21,195			27,327
Total liabilities		364,363			386,200
Shareholders’ equity:
Class A common stock, par value $.01, 150,000,000 shares authorized; 48,334,870 shares issued at December 31, 2008 and 48,251,780 shares issued at June 30, 2008		482			482
Class B common stock, par value $.01, 600,000 shares authorized; no shares issued and outstanding at December 31, 2008 and June 30, 2008		—			—
Preferred stock, par value $.01, 1,055,000 shares authorized; no shares issued and outstanding at December 31, 2008 and June 30, 2008		—			—
Additional paid-in capital		355,711			354,725
		356,193			355,207
Less: Treasury stock (at cost), 19,565,821 shares at December 31, 2008 and 19,565,901 shares at June 30, 2008		(588,783		)	(588,783		)
Retained earnings		605,124			606,648
Accumulated other comprehensive income (note 12)		802			2,701
Total shareholders’ equity		373,336			375,773
Total liabilities and shareholders’ equity		$	737,699		$	761,973

 

See accompanying notes to consolidated financial statements.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

		Three Months Ended December 31,						Six Months Ended December 31,
		2008			2007			2008			2007
Net sales		$	189,558		$	259,510		$	395,399		$	508,237
Cost of sales		87,757			120,057			181,657			235,327
Gross profit		101,801			139,453			213,742			272,910
Operating expenses:
Selling		48,721			57,600			104,023			115,178
General and administrative		42,967			48,356			89,025			96,438
Restructuring and impairment charge (credit), net (note 5)		26			—			(1,604		)	—
Total operating expenses		91,714			105,956			191,444			211,616
Operating income		10,087			33,497			22,298			61,294
Interest and other miscellaneous income, net		1,113			2,181			2,213			5,103
Interest and other related financing costs (note 8)		2,932			2,944			5,833			5,879
Income before income taxes		8,268			32,734			18,678			60,518
Income tax expense (note 3)		2,780			12,112			5,768			22,392
Net income		$	5,488		$	20,622		$	12,910		$	38,126
Per share data (note 11):
Basic earnings per common share:
Net income per basic share		$	0.19		$	0.70		$	0.45		$	1.28
Basic weighted average common shares		28,739			29,391			28,721			29,738
Diluted earnings per common share:
Net income per diluted share		$	0.19		$	0.70		$	0.45		$	1.27
Diluted weighted average common shares		28,739			29,542			28,793			30,003

 

See accompanying notes to consolidated financial statements.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

		Six Months Ended
		December 31,
		2008			2007
Operating activities:
Net income		$	12,910		$	38,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,808			12,086
Compensation expense related to share-based awards		984			505
Provision (benefit) for deferred income taxes		(3,819		)	(1,155		)
Excess tax benefits from share-based payment arrangements		—			(2,085		)
Restructuring and impairment charge (benefit), net		(3,854		)	—
(Gain) loss on disposal of property, plant and equipment		59			(633		)
Other		102			113
Change in assets and liabilities, net of the effects of acquired businesses:
Accounts receivable		3,543			1,865
Inventories		(740		)	469
Prepaid and other current assets		10,769			976
Other assets		97			275
Customer deposits		(18,172		)	(8,324		)
Accounts payable		13			672
Accrued expenses and other current liabilities		81			(4,019		)
Other  long-term liabilities		926			8,539
Net cash provided by operating activities		15,707			47,410
Investing activities:
Proceeds from the disposal of property, plant & equipment		5,745			5,198
Capital expenditures		(16,146		)	(30,313		)
Acquisitions		(647		)	(6,747		)
Other		(213		)	12
Net cash used in investing activities		(11,261		)	(31,850		)
Financing activities:
Payments on long-term debt		(20		)	(20		)
Proceeds from issuance of common stock		2			414
Excess tax benefits from share-based payment arrangements		—			2,085
Payment of cash dividends		(13,525		)	(12,759		)
Purchases and other retirements of company stock		—			(67,191		)
Net cash used in financing activities		(13,543		)	(77,471		)
Effect of exchange rate changes on cash		(735		)	300
Net increase (decrease) in cash & cash equivalents		(9,832		)	(61,611		)
Cash & cash equivalents - beginning of period		74,376			147,879
Cash & cash equivalents - end of period		$	64,544		$	86,268

 

See accompanying notes to consolidated financial statements.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Six Months Ended December 31, 2008

(Unaudited)

(In thousands, except share data)

 

		Common Stock			Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive  Income			Retained Earnings			Total
Balance at June 30, 2008		$	482		$	354,725		$	(588,783	)	$	2,701		$	606,648		$	375,773
Share-based compensation expense (note 10)		—			984			—			—			—			984
Issuance of common stock upon issuance of share-based awards					2												2
Dividends declared on common stock		—			—			—			—			(14,434		)	(14,434		)
Other comprehensive income (note 12):
Currency translation adjustments		—			—			—			(1,923		)	—			(1,923		)
Hedge amortization, net of tax and other		—			—			—			24			—			24
Net income		—			—			—			—			12,910			12,910
Total comprehensive income																	11,011
Balance at December 31, 2008		$	482		$	355,711		$	(588,783	)	$	802		$	605,124		$	373,336

 

See accompanying notes to consolidated financial statements.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(1)          Basis of Presentation and Recent Accounting Pronouncements

 

Basis of Presentation

 

Ethan Allen Interiors Inc. (“Interiors”) is a Delaware corporation incorporated on May 25, 1989. The consolidated financial statements include the accounts of Interiors, its wholly owned subsidiary Ethan Allen Global, Inc. (“Global”), and Global’s subsidiaries (collectively “We”, “Us”, “Our”, “Ethan Allen”, or the “Company”).  All intercompany accounts and transactions have been eliminated in the consolidated financial statements.  All of Global’s capital stock is owned by Interiors, which has no assets or operating results other than those associated with its investment in Global.

 

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

 

Recently Adopted Accounting Pronouncements

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements, yet does not require any new fair value measurements.  In February 2008, the FASB issued FASB Staff Position No. 157-2 (“FSP No. 157-2”), which delayed the effective date of SFAS No. 157 as it relates to nonfinancial assets and nonfinancial liabilities until July 1, 2009 for the Company, except for items that are recognized or disclosed at fair value by the Company on a recurring basis.  Effective July 1, 2008, the Company adopted the provisions of SFAS No. 157, except as it relates to those nonfinancial assets and nonfinancial liabilities excluded under FSP No. 157-2.  Those excluded items for which the Company has not applied the fair value provisions of SFAS No. 157 include goodwill and other intangible assets (note 7), assets held for sale (note 5), liabilities for exit or disposal activities (note 5), and business acquisitions (note 6).  The Company is currently evaluating the impact of this statement on the Company’s financial position, results of operations and cash flows as it relates to nonfinancial assets and nonfinancial liabilities.  For the impact of adoption of this statement on financial assets, financial liabilities, and nonfinancial assets recognized at fair value on a recurring basis, see note 13.

 

Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS No. 159”), became effective for us on July 1, 2008.  SFAS No. 159 gives us the option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities, with the difference between the carrying value before election and the fair value recorded upon election as an adjustment to beginning retained earnings.  The fair value option may be elected on an instrument by instrument basis and is irrevocable, unless a new election date occurs.  The Company did not apply the fair value option to any of its outstanding instruments, and therefore, SFAS No. 159 did not have an impact on the Company’s consolidated financial statements.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(2)         Interim Financial Presentation

 

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.  In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for fair presentation, have been included in the consolidated financial statements. The results of operations for the six months ended December 31, 2008 are not necessarily indicative of results that may be expected for the entire fiscal year. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended June 30, 2008.

 

(3)                                 Income Taxes

 

The Company reviews its expected annual effective income tax rates and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual operating income; changes to actual or forecasted permanent book to tax differences; impacts from future tax audits with state, federal or foreign tax authorities; or impacts from tax law changes.  The Company identifies items which are not normal and are nonrecurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company’s consolidated effective income tax rate can change significantly on a quarterly basis.

 

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” (“FIN 48”) 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. We adopted the provisions set forth by FIN 48 effective July 1, 2007.

 

Essentially all of the unrecognized tax benefits, if recognized, would be recorded as a benefit to income tax expense. Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense.

 

The Company’s consolidated effective income tax rate was 30.9% and 37.0% for the six months ended December 31, 2008 and 2007, respectively. The current period lower effective tax rate is due primarily to a one time adjustment of $0.7 million made in the first quarter of fiscal 2009.

 

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 Canada, Mexico and the U.S. As of December 31, 2008, certain subsidiaries of the Company are currently under audit from 2001 through 2007 in the U.S. It is reasonably possible that some of these audits may be completed during the next twelve months. 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.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(4)           Inventories

 

Inventories at December 31, 2008 and June 30, 2008 are summarized as follows (in thousands):

 

		December 31, 2008			June 30, 2008
Finished goods		$	153,690		$	153,981
Work in process		8,417			5,985
Raw materials		25,724			26,299
		$	187,831		$	186,265

 

Inventories are presented net of a related valuation allowance of $2.2 million at December 31, 2008 and $2.3 million at June 30, 2008.

 

(5)           Restructuring and Impairment Charges

 

In recent years, we have developed, announced and executed plans to consolidate our operations as part of an overall strategy to maximize production efficiencies and maintain our competitive advantage.

 

On January 10, 2008, we announced a plan to consolidate the operations of certain company owned retail design centers and retail service centers. In connection with this initiative, we have permanently ceased operations at eleven design centers and six retail service centers which, for the most part, were consolidated into other existing operations.  We also implemented our design team concept across the Retail division at the end of fiscal 2008.  These decisions resulted in a reduction in headcount of approximately 400 employees, with the reduction in headcount occurring mostly during the third and fourth quarters of fiscal 2008.  Additionally, other actions taken during fiscal 2008 were not included in the restructuring plan. Altogether, there were more than 500 fewer associates in our Retail business by the end of June 2008. In fiscal 2009, a $1.6 million restructuring and impairment net gain was recorded.  Of this amount, $4.2 million was a realized gain on the sale of property classified as held for sale and was partially offset by $2.2 million in lease termination costs and adjustments for expected charges on leased properties no longer being used.  Since the plan was announced, we have recorded pre-tax restructuring and impairment charges totaling $4.8 million, including $0.9 million in employee severance and other payroll and benefit costs, $5.3 million in lease termination and other exit costs, and a benefit of $1.4 million on long-lived assets.  We do not anticipate any additional new charges related to this retail restructuring, however, the estimated present value of future lease payments with terms ranging from less than one to seven years, and one ground lease with 25 years remaining are included in the balance at December 31, 2008 and contain estimates that will likely require adjustment in the future.  In addition to the retail charges, $0.4 million was recorded in the first fiscal quarter of 2009 to update the fair value of a wholesale plant site held for sale.  These charges are reported together in the following table.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

Activity in the Company’s restructuring reserves for the three and six months ended December 31, 2008 are summarized as follows (in thousands):

 

					Three months ended December 31, 2008
		Balance at September 30, 2008			New charges (credits)			Utilized			Adjust- ments			Balance at December 31,  2008
Employee severance and other payroll and benefit costs		$	—		$	—		$	—		$	—		$	—
Other plant exit costs		3,772			—			(304		)	26			3,494
Write down of long-lived assets		—			—			—			—			—
		$	3,772		$	—		$	(304	)	$	26		$	3,494

 

					Six months ended December 31, 2008
		Balance at June 30, 2008			New charges (credits)			Utilized			Adjust- ments			Balance at December 31,  2008
Employee severance and other payroll and benefit costs		$	—		$	64		$	(64	)	$	—		$	—
Other plant exit costs		3,358			1,677			(1,885		)	344			3,494
Write down of long-lived assets		—			(4,080		)	3,688			392			—
		$	3,358		$	(2,339	)	$	1,739		$	736		$	3,494

 

(6)           Business Acquisitions

 

In October 2008, we acquired, in a single transaction, one Ethan Allen retail design center from an independent retailer for consideration of approximately $0.3 million of cash and forgiveness of receivables.  As a result of this acquisition, we recorded additional inventory of $0.2 million and goodwill of $0.1 million.

 

In August 2008, we acquired in two transactions, two Ethan Allen retail design centers from independent retailers for consideration of approximately $0.6 million of cash and forgiveness of receivables, assumed customer deposits of $0.7 million and other liabilities of $0.2 million.  As a result of this acquisition, we recorded additional inventory of $0.7 million and goodwill of $0.7 million.

 

In October 2007, we acquired in a single transaction, two Ethan Allen retail design centers from an independent retailer for consideration of approximately $2.1 million of cash and forgiveness of receivables, assumed customer deposits of $1.1 million and other liabilities of $0.1 million.  As a result of this acquisition, we recorded additional inventory of $1.9 million, other assets of $0.4 million, and goodwill of $1.0 million.

 

Also in October 2007, we acquired a cut and sew upholstery facility from Americraft Leather for total consideration of approximately $4.4 million.  The facility, which contains 40,000 square feet of manufacturing space and employs about 165 people, is located in Silao, in the state of Guanajuato, Mexico.  As a result of this acquisition, our initial purchase price allocation resulted in additional property, plant and equipment of $2.7 million, inventory of $1.1 million, and goodwill of $0.6 million.

 

The Consolidated Statements of Cash Flows for the six months ended December 31, 2007 reflect $0.6 million of consideration paid during the period in connection with the acquisition of a retail design center with an effective (closing) date of June 30, 2007 and for which funding did not occur until July 2, 2007.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

All acquisitions are subject to a contractual holdback or reconciliation period, during which the parties to the transaction may agree to certain normal and customary purchase accounting adjustments.

 

Goodwill associated with our acquisitions represents the premium paid to the seller related to the acquired business (i.e. market presence) and other fair value adjustments to the assets acquired and liabilities assumed.  Further discussion of our goodwill and other intangible assets can be found in Note 7.

 

A summary of our allocation of purchase price accounting for acquisitions during the three and six months ended December 31, 2008 is provided below (in thousands).

 

		Three Months Ended December 31,									Six Months Ended December 31,
		2008			2007						2008			2007
Business segment		Retail			Wholesale			Retail			Retail			Wholesale			Retail
Total consideration		$	344		$	4,298		$	2,151		$	911		$	4,298		$	2,247
Fair value of assets acquired and liabilities assumed:
Inventory		157			1,054			1,884			826			1,054			1,884
PP&E and other assets		11			2,707			395			60			2,707			391
Customer deposits		94			—			(1,133		)	(561		)	—			(1,133		)
A/P and other liabilities		14			(100		)	(40		)	(186		)	(100		)	60
Goodwill		$	68		$	637		$	1,045		$	772		$	637		$	1,045

 

 (7)   Goodwill and Other Intangible Assets

 

As of December 31, 2008, we had goodwill of $74.3 million and other indefinite-lived intangible assets of $19.7 million. Comparable balances as of June 30, 2008 were $77.1 million and $19.7 million, respectively.

 

Goodwill in the retail and wholesale segments was $48.9 million and $25.4 million, respectively, at December 31, 2008 and $48.9 million and $28.2 million, respectively, at June 30, 2008. Goodwill in the wholesale segment decreased $2.7 million in the first fiscal quarter due to the effective settlement of tax positions taken in previous years.  The wholesale segment, at both dates, includes indefinite-lived intangible assets of $19.7 million for Ethan Allen trade names.

 

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, we do not amortize goodwill or other indefinite-lived intangible assets but, rather, evaluate such assets for impairment on an annual basis 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. We conduct our required annual impairment test during the fourth quarter of each fiscal year. No impairment losses have been recorded on our goodwill or other indefinite-lived intangible assets as a result of applying the provisions of SFAS No. 142.

 

During the second quarter of fiscal 2009, management determined there had been a significant adverse change in the business climate as evidenced by the sudden and dramatic decline in macroeconomic indicators like consumer confidence and in our net sales coupled with a decline in our stock price. As a result, we performed an interim evaluation of the goodwill and other long lived assets of the Company. After completing this assessment, we determined that the fair value of these assets exceeded their carrying values, and therefore were not impaired.  If macroeconomic factors, our stock price and our operating results decline beyond anticipated levels, the Company may again need to evaluate the fair values of these assets and that test might result in an impairment at that time.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(8)           Borrowings

 

Total debt obligations at December 31, 2008 and June 30, 2008 consist of the following (in thousands):

 

		December 31,			June 30,
		2008			2008
5.375% Senior Notes due 2015		$	198,917		$	198,837
Industrial revenue bonds		3,855			3,855
Other debt		316			337
Total debt		203,088			203,029
Less current maturities		41			41
Total long-term debt		$	203,047		$	202,988

 

On September 27, 2005, we completed a private offering of $200.0 million of ten-year senior unsecured notes due 2015 (the “Senior Notes”). The Senior Notes were offered by Global and have an annual coupon rate of 5.375% with interest payable semi-annually in arrears on April 1 and October 1 of each year.  Proceeds received in connection with the issuance of the Senior Notes, net of a related discount of $1.6 million, totaled $198.4 million. We used the net proceeds from the offering to expand our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes.  As of December 31, 2008, outstanding borrowings related to this transaction have been included in the Consolidated Balance Sheets within long-term debt. The discount on the Senior Notes is being amortized to interest expense over the life of the related debt as is debt issuance costs of $2.0 million primarily for banking, legal, accounting, rating agency, and printing services and $0.8 million of losses on settled forward contracts entered in conjunction with this debt issuance.

 

(9)   Litigation and Environmental Matters

 

We and our subsidiaries are subject to various environmental laws and regulations. Under these laws, we and/or our subsidiaries are, or may be, required to remove or mitigate the effects on the environment of the disposal or release of certain hazardous materials.

 

During the quarter ended December 31, 2008, we resolved our liability as a potentially responsible party (“PRP”) with respect to the remediation of the one remaining active site listed, or proposed for inclusion, on the National Priorities List (“NPL”) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). The site is located in High Point, North Carolina.  We were able to resolve our liability as part of a de minimis settlement.

 

In addition, in July 2000, we were notified by the State of New York (the “State”) that we may be named a PRP in a separate, unrelated matter with respect to a site located in Carroll, New York. To date, no further notice has been received from the State and the State has not yet conducted an initial environmental study at this site.

 

As of December 31, 2008, we believe that established reserves related to these environmental contingencies are adequate to cover probable and reasonably estimable costs associated with the remediation and restoration of these sites.  We believe our currently anticipated capital expenditures for environmental control facility matters are not material.

 

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

 

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Notes to Consolidated Financial Statements (Unaudited)

 

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. We will continue to evaluate the most appropriate, cost effective control technologies for finishing operations and design production methods to reduce the use of hazardous materials in the manufacturing process.

 

(10)         Share-Based Compensation

 

On November 11, 2008, Mr. Kathwari was awarded options to purchase 50,000 shares of the Company’s common stock at the closing stock price on the grant date.  The grant was issued at an exercise price of $15.93, and vests in four equal annual installments on the anniversary date of the grant.  Also on November 11, 2008, Mr. Kathwari received an award of 0 to 60,000 restricted shares, with vesting based on specific financial performance over the final three quarters of fiscal 2009.

 

On November 5, 2008, the Company awarded options to purchase 148,060 shares of our common stock to a large group of associates at the closing stock price on the grant date of $17.60. These grants vest in four equal annual installments on the anniversary date of the grant.

 

On October 10, 2007, the Company’s Board of Directors and M. Farooq Kathwari, our President and Chief Executive Officer, agreed to the terms of a new employment agreement expiring on June 30, 2012 (the “Agreement”).  Pursuant to the terms of the Agreement, Mr. Kathwari was awarded options to purchase 150,000 shares of our common stock on October 10, 2007, and options to purchase an additional 90,000 shares on July 1, 2008, in each case at the closing stock price on the grant date.  The 2007 grant was issued at an exercise price of $34.03, and vests in three equal installments on each June 30 of 2008, 2009 and 2010.  The 2008 grant was issued at an exercise price of $24.62, and vests in two equal installments on each of June 30, 2009 and 2010.  The Agreement provides for an additional grant of 60,000 options on July 1, 2009, with an exercise price equal to the closing price of a share of our common stock on the New York Stock Exchange on that date.  The 2009 grant will vest on June 30, 2010.  All options awarded under the Agreement have a contractual term of 10 years.

 

In connection with the Agreement, Mr. Kathwari received an award of 20,000 restricted shares with vesting based on continuing service and the performance of the Company’s stock price during the 32 month period subsequent to the award date as compared to the Standard and Poor’s 500 index.  On July 1, 2008, an additional award of 20,000 restricted shares with the same vesting conditions (over a 36 month period) was granted.  Mr. Kathwari will also receive, as per the Agreement, an additional grant of 20,000 restricted shares on July 1, 2009 with the same 36 month vesting, continuing service and performance conditions.

 

Also in connection with the Agreement, Mr. Kathwari received on November 13, 2007 an award of 15,000 restricted shares.  These shares are service-based with 3,000 shares vesting on June 30 for each of the years 2008 through 2012.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

 (11)        Earnings Per Share

 

Basic and diluted earnings per share are calculated using the following weighted average share data (in thousands):

 

		Three Months Ended				Six Months Ended
		December 31,				December 31,
		2008		2007		2008		2007
Weighted average common shares outstanding for basic calculation		28,739		29,391		28,721		29,738
Effect of dilutive stock options and other share-based awards		—		151		72		265
Weighted average common shares outstanding adjusted for dilution calculation		28,739		29,542		28,793		30,003

 

As of December 31, 2008 and 2007, stock options to purchase 2,287,725 and 1,638,060 common shares, respectively, were excluded from the respective diluted earnings per share calculation because their impact was anti-dilutive.

 

(12)         Comprehensive Income

 

Total comprehensive income represents the sum of net income and items of “other comprehensive income or loss” that are reported directly in equity.  Such items, which are generally presented on a net of tax basis, may include foreign currency translation adjustments, minimum pension liability adjustments (i.e. gains and losses) on certain derivative instruments, and unrealized gains and losses on certain investments in debt and equity securities.  We have reported our total comprehensive income in the Consolidated Statements of Shareholders’ Equity.

 

Our accumulated other comprehensive income, which is comprised of losses on certain derivative instruments and accumulated foreign currency translation adjustments, totaled $0.8 million at December 31, 2008 and $2.7 million at June 30, 2008.  Losses on derivative instruments are the result of cash flow hedging contracts entered into in connection with the issuance of the Senior Notes (see Note 8).  Foreign currency translation adjustments are the result of changes in foreign currency exchange rates related to our operation of five Ethan Allen owned retail design centers located in Canada and our cut and sew plant located in Mexico.  Foreign currency translation adjustments exclude income tax expense (benefit) given that the earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

 

(13)         Financial Instruments

 

We adopted SFAS No. 157 on July 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

SFAS No. 157 defines 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 entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

 

In addition to defining fair value, SFAS No. 157 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is

 

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Notes to Consolidated Financial Statements (Unaudited)

 

reported in one of the three levels which is 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.

 

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

 

Cash Equivalents

 

Cash equivalents consist of money market accounts and mutual funds in U.S. government and agency securities.  We use quoted prices in active markets for identical assets or liabilities to determine fair value.  This pricing methodology applies to our Level 1 cash equivalents.  We do not hold any Level 2 or Level 3 investments in our cash equivalents.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

At December 31, 2008, the Company’s assets and liabilities measured at fair value on a recurring basis consist of $58.0 million in cash equivalents, which were valued using Level 1 inputs.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

We measure certain assets, including our cost and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the six months ended December 31, 2008, we did not record any other-than-temporary impairments on those assets required to be measured at fair value on a nonrecurring basis.

 

(14)         Segment Information

 

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

 

The wholesale segment is principally involved in the development of the Ethan Allen brand, which encompasses the design, manufacture, domestic and offshore sourcing, sale and distribution of a full range of home furnishings and accessories to a network of independently owned and Ethan Allen owned 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 owned 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.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

 

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

 

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

 

A breakdown of wholesale sales by these product lines for the three and six months ended December 31, 2008 and 2007 is provided as follows:

 

		Three Months Ended				Six Months Ended
		December 31,				December 31,
		2008		2007		2008		2007
Case Goods		42	%	43	%	42	%	45	%
Upholstered Products		40		40		41		39
Home Accessories and Other		18		17		17		16
		100	%	100	%	100	%	100	%

 

Revenue information by product line is not as easily determined within the retail segment. However, because wholesale production and sales are matched, for the most part, to incoming orders, we believe that the allocation of retail sales by product line would be similar to that of the wholesale segment.

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

Segment information for the three and six months ended December 31, 2008 and 2007 is set forth as follows:

 

		Three Months Ended						Six Months Ended
		December 31,						December 31,
		2008			2007			2008			2007
Net Sales:
Wholesale segment		$	108,848		$	155,930		$	230,143		$	312,253
Retail segment		147,183			192,579			303,053			375,333
Elimination of inter-company sales		(66,473		)	(88,999		)	(137,797		)	(179,349		)
Consolidated Total		$	189,558		$	259,510		$	395,399		$	508,237
Operating Income:
Wholesale segment (1)		$	8,580		$	26,376		$	20,465		$	53,156
Retail segment (2)		(3,185		)	6,351			(6,237		)	7,250
Adjustment of inter-company profit (3)		4,692			770			8,070			888
Consolidated Total		$	10,087		$	33,497		$	22,298		$	61,294
Capital Expenditures:
Wholesale segment		$	682		$	2,316		$	2,314		$	4,360
Retail segment		4,371			15,452			13,832			25,953
Acquisitions (4) (5) (6) (7)		272			6,042			647			6,138
Consolidated Total		$	5,325		$	23,810		$	16,793		$	36,451

 

		December 31,			June 30,
		2008			2008
Total Assets
Wholesale segment		$	339,008		$	342,960
Retail segment		431,169			459,842
Inventory profit elimination (8)		(32,478		)	(40,829		)
Consolidated Total		$	737,699		$	761,973

 

(1)	Operating income for the wholesale segment for 2008 includes a pre-tax restructuring and impairment charge of $0.4 million for the six months ended December 31, 2008.
(2)	Operating income for the retail segment for 2008 includes pre-tax restructuring and impairment net recovery of $2.0 million for the six months ended December 31, 2008.
(3)	Represents the change in the inventory profit elimination necessary to adjust for the embedded wholesale profit contained in Ethan Allen-owned design center inventory existing at the end of the period.
(4)	Acquisitions for the three months ended December 31, 2008 includes the purchase of one retail design center.
(5)	Acquisitions for the six months ended December 31, 2008 include the purchase of three retail design centers.
(6)	Acquisitions for 2007 excludes the purchase (for consideration totaling $0.6 million) of a retail design center with an effective (closing) date of June 30, 2007 and for which funding did not occur until July 2, 2007.
(7)	Acquisitions for the three and six months ended December 31, 2007 includes the purchase of two retail design centers and the purchase of a cut and sew plant in Mexico.
(8)	Represents the wholesale profit contained in Ethan Allen-owned design center inventory that has not yet been realized. These profits are realized when the related inventory is sold.

 

There were 42 independent retail design centers located outside the United States at December 31, 2008. Approximately 3% to 4% of our net sales were derived from sales to these retail design centers.

 

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Notes to Consolidated Financial Statements (Unaudited)

 

(15)         Subsequent Events

 

Restructuring, impairment and other related charges

On January 6, 2009, the Company announced a plan to consolidate the operations of its Eldred, Pennsylvania upholstery manufacturing plant and several of its retail service centers. As a result, the company expects to record in the second half of our fiscal year ending June 30, 2009, approximately $8.0 to $9.0 million pretax restructuring, impairment and other related charges, the majority of which will be non-cash in nature.  Business currently serviced by the Eldred Pennsylvania facility will be transferred to the Company’s facilities in North Carolina and California, and the Company plans to expand the production in those facilities. Business currently served by the retail service centers will be transferred to other Company locations serving the same general market areas.  These consolidations impact about 350 employees.

 

Amendment to revolving credit agreement

On January 29, 2009, the Company’s credit facility was amended to reduce the line to $100 million, amend the fixed charge coverage ratio to 1.75 to 1, change the leverage ratio to 3.25 to 1, add a triggering lien if a ratio of fixed charges falls below 2.00, and places certain limitations on acquisitions and divestitures. It also limits cash dividends if the fixed charge coverage on a rolling four quarter basis is below 2.00 to 1. We complied with the covenants of the amended agreement at December 31, 2008.

 

Ethan Allen declares quarterly cash dividend

Ethan Allen’s Board of Directors has declared a regular quarterly cash dividend of $0.10 per share, which will be payable to shareholders of record as of April 14, 2009 and paid on April 28, 2009.

 

(16)         Recent Accounting Pronouncements

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141(R)), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins after December 15, 2008 (July 1, 2009 for the Company). The impact of this statement on the Company’s financial position, results of operations and cash flows will be dependent upon the terms, conditions and details of such acquisitions.

 

In February 2008, the FASB issued FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS No. 157 to July 1, 2009 for us, for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The Company is currently evaluating the impact of this statement on the Company’s financial position, results of operations and cash flows as it relates to nonfinancial assets and nonfinancial liabilities.

 

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

 

On September 27, 2005, Global (the “Issuer”) issued $200 million aggregate principal amount of Senior Notes which have been guaranteed on a senior basis by Interiors (the “Parent”), and other wholly owned domestic subsidiaries of the Issuer and the Parent, including Ethan Allen Retail, Inc., Ethan Allen Operations, Inc., Ethan Allen Realty, LLC, Lake Avenue Associates, Inc. and Manor House, Inc. The subsidiary guarantors (other than the Parent) are collectively called the “Guarantors”.  The guarantees of the Guarantors are unsecured.  All of the guarantees are full, unconditional and joint and several and the Issuer and each of the Guarantors are 100% owned by the Parent. Ethan

 

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

Allen (UK) Ltd., KEA International Inc. (which was legally dissolved in January 2007), Northeast Consolidated, Inc. (which was legally dissolved in June 2007), Riverside Water Works, Inc. (which was legally dissolved in June 2007), and our other subsidiaries which are not guarantors are called the “Non-Guarantors”. During the current period, we determined that our international subsidiaries in Canada and Mexico are non-guarantors. The Company has reclassified, for all prior periods presented, the financial results of these international subsidiaries to reflect their non-guarantor status.

 

The following tables set forth the condensed consolidating balance sheets as of December 31, 2008 and June 30, 2008, the condensed consolidating statements of operations for the three and six months ended December 31, 2008 and 2007, and the condensed consolidating statements of cash flows for the six months ended December 31, 2008 and 2007 of the Parent, the Issuer, the Guarantors and the Non-Guarantors.

 

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Notes to Consolidated Financial Statements (Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

(In thousands)

December 31, 2008

 

		Parent			Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents		$	—		$	62,669		$	957		$	918		$	—		$	64,544
Accounts receivable, net		—			8,062			496			307			—			8,865
Inventories		—			—			215,944			4,365			(32,478		)	187,831
Prepaid expenses and other current assets		—			15,929			8,604			285			—			24,818
Intercompany		—			751,300			213,505			—			(964,805		)	—
Total current assets		—			837,960			439,506			5,875			(997,283		)	286,058
Property, plant and equipment, net		—			12,493			335,807			4,947			—			353,247
Goodwill and other intangible assets		—			37,905			53,089			3,083			—			94,077
Other assets		—			3,333			978			6			—			4,317
Investment in affiliated companies		677,506			96,001			—			—			(773,507		)	—
Total assets		$	677,506		$	987,692		$	829,380		$	13,911		$	(1,770,790	)	$	737,699
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities of long-term debt		$	—		$	—		$	41		$	—		$	—		$	41
Customer deposits		—			—			28,321			1,365			—			29,686
Accounts payable		—			9,954			15,751			752			—			26,457
Accrued expenses and other current liabilities		7,339			39,527			15,742			289			—			62,897
Intercompany		296,830			597			659,800			7,578			(964,805		)	—
Total current liabilities		304,169			50,078			719,655			9,984			(964,805		)	119,081
Long-term debt		—			198,917			4,130			—			—			203,047
Other long-term liabilities		—			7,519			13,380			141			—			21,040
Deferred income taxes		—			21,195			—			—			—			21,195
Total liabilities		304,169			277,709			737,165			10,125			(964,805		)	364,363
Shareholders’ equity		373,337			709,983			92,215			3,786			(805,985		)	373,336
Total liabilities and shareholders’ equity		$	677,506		$	987,692		$	829,380		$	13,911		$	(1,770,790	)	$	737,699

 

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