Annual Reports

 
Quarterly Reports

  • 10-Q (Jan 25, 2018)
  • 10-Q (Oct 26, 2017)
  • 10-Q (Apr 27, 2017)
  • 10-Q (Jan 26, 2017)
  • 10-Q (Oct 26, 2016)
  • 10-Q (Apr 26, 2016)

 
8-K

 
Other

Ethan Allen Interiors 10-Q 2009

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

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

 

For the quarterly period ended September 30, 2009

 

OR

 

o

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

 

For the transition period from                  to              

 

Commission File Number: 1-11692

 

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

06-1275288

(State or other jurisdiction of incorporation or organization)

 

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

 

 

 

Ethan Allen Drive, Danbury, Connecticut

 

06811

(Address of principal executive offices)

 

(Zip Code)

 

(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 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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files); o 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

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 October 30, 2009, there were 28,916,929 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 September 30, 2009 (unaudited) and June 30, 2009 and for the three months ended September 30, 2009 and 2008 (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

 

24

 

 

 

 

 

 

3.

Quantitative and Qualitative Disclosures About Market Risk

 

33

 

 

 

 

 

 

4.

Controls and Procedures

 

34

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

 

1.

Legal Proceedings

 

34

 

 

 

 

 

 

1A.

Risk Factors

 

34

 

 

 

 

 

 

2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

34

 

 

 

 

 

 

3.

Defaults Upon Senior Securities

 

34

 

 

 

 

 

 

4.

Submission of Matters to a Vote of Security Holders

 

34

 

 

 

 

 

 

5.

Other Information

 

34

 

 

 

 

 

 

6.

Exhibits

 

35

 

 

 

 

 

 

 

Signatures

 

36

 

 

1



Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

September 30,
2009

 

June 30,
2009

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

72,452

 

$

52,960

 

Accounts receivable, less allowance for doubtful accounts of $1,243 at September 30, 2009 and $1,362 at June 30, 2009

 

13,053

 

13,086

 

Inventories (note 4)

 

146,661

 

156,519

 

Prepaid expenses and other current assets

 

12,075

 

21,060

 

Deferred income taxes

 

7,750

 

8,077

 

Total current assets

 

251,991

 

251,702

 

 

 

 

 

 

 

Property, plant and equipment, net

 

320,184

 

333,599

 

Goodwill and other intangible assets (notes 6 and 7)

 

45,128

 

45,128

 

Other assets

 

21,262

 

16,056

 

Total assets

 

$

638,565

 

$

646,485

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt (note 8)

 

$

42

 

$

42

 

Customer deposits

 

38,885

 

31,691

 

Accounts payable

 

21,077

 

22,199

 

Accrued compensation and benefits

 

26,989

 

29,533

 

Accrued expenses and other current liabilities (note 5)

 

31,203

 

28,998

 

Total current liabilities

 

118,196

 

112,463

 

 

 

 

 

 

 

Long-term debt (note 8)

 

203,136

 

203,106

 

Other long-term liabilities

 

25,449

 

24,993

 

Total liabilities

 

346,781

 

340,562

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Class A common stock, par value $.01, 150,000,000 shares authorized; 48,297,870 shares issued at September 30, 2009 and 48,334,870 shares issued at June 30, 2009

 

483

 

483

 

Class B common stock, par value $.01, 600,000 shares authorized; no shares issued and outstanding at September 30, 2009 and June 30, 2009

 

 

 

Preferred stock, par value $.01, 1,055,000 shares authorized; no shares issued and outstanding at September 30, 2009 and June 30, 2009

 

 

 

Additional paid-in capital

 

356,969

 

356,446

 

 

 

357,452

 

356,929

 

Less: Treasury stock (at cost), 19,380,941 shares at September 30, 2009 and 19,380,941 shares at June 30, 2009

 

(583,220

)

(583,220

)

Retained earnings

 

516,716

 

531,747

 

Accumulated other comprehensive income (note 12)

 

836

 

467

 

Total shareholders’ equity

 

291,784

 

305,923

 

Total liabilities and shareholders’ equity

 

$

638,565

 

$

646,485

 

 

See accompanying notes to consolidated financial statements.

 

2



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended
September 30
,

 

 

 

2009

 

2008

 

Net sales

 

$

136,190

 

$

205,841

 

Cost of sales

 

77,881

 

93,900

 

Gross profit

 

58,309

 

111,941

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Selling

 

33,605

 

55,302

 

General and administrative

 

39,980

 

46,058

 

Restructuring and impairment charge, net (note 5)

 

812

 

(1,630

)

Total operating expenses

 

74,397

 

99,730

 

 

 

 

 

 

 

Operating income (loss)

 

(16,088

)

12,211

 

Interest and other miscellaneous income, net

 

797

 

1,100

 

Interest and other related financing costs (note 8)

 

2,981

 

2,901

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(18,272

)

10,410

 

 

 

 

 

 

 

Income tax expense (benefit) (note 3)

 

(4,693

)

2,988

 

 

 

 

 

 

 

Net income (loss)

 

$

(13,579

)

$

7,422

 

 

 

 

 

 

 

Per share data (note 11):

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

Net income (loss) per basic share

 

$

(0.47

)

$

0.26

 

Basic weighted average common shares

 

28,926

 

28,703

 

Diluted earnings per common share:

 

 

 

 

 

Net income (loss) per diluted share

 

$

(0.47

)

$

0.26

 

Diluted weighted average common shares

 

28,926

 

28,847

 

 

See accompanying notes to consolidated financial statements.

 

3



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

Operating activities:

 

 

 

 

 

Net income (loss)

 

$

(13,579

)

$

7,422

 

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

 

 

 

 

 

Depreciation and amortization

 

12,697

 

6,318

 

Compensation expense related to share-based awards

 

523

 

394

 

Provision (benefit) for deferred income taxes

 

(5,197

)

(1,850

)

Restructuring and impairment charge (benefit), net

 

266

 

(3,854

)

(Gain) loss on disposal of property, plant and equipment

 

(470

)

(5

)

Other

 

55

 

66

 

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

 

 

 

 

 

Accounts receivable

 

33

 

931

 

Inventories

 

9,858

 

(561

)

Prepaid and other current assets

 

6,427

 

9,192

 

Other assets

 

186

 

84

 

Customer deposits

 

7,194

 

(5,312

)

Accounts payable

 

(1,122

)

(550

)

Accrued expenses and other current liabilities

 

(332

)

5,253

 

Other long-term liabilities

 

456

 

547

 

Net cash provided by operating activities

 

16,995

 

18,075

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Proceeds from the disposal of property, plant & equipment

 

5,935

 

5,729

 

Capital expenditures

 

(2,488

)

(11,093

)

Acquisitions

 

 

(375

)

Other

 

6

 

(249

)

Net cash provided by (used in) investing activities

 

3,453

 

(5,988

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Payments on long-term debt

 

(10

)

(10

)

Proceeds from issuance of common stock

 

 

2

 

Payment of deferred financing costs

 

(22

)

 

Payment of cash dividends

 

(1,448

)

(6,331

)

Net cash used in financing activities

 

(1,480

)

(6,339

)

Effect of exchange rate changes on cash

 

524

 

(207

)

Net increase in cash & cash equivalents

 

19,492

 

5,541

 

Cash & cash equivalents - beginning of period

 

52,960

 

74,376

 

Cash & cash equivalents - end of period

 

$

72,452

 

$

79,917

 

 

See accompanying notes to consolidated financial statements.

 

4



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Three Months Ended September 30, 2009

(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, 2009

 

$

483

 

$

356,446

 

$

(583,220

)

$

467

 

$

531,747

 

$

305,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense (note 10)

 

 

523

 

 

 

 

523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared on common stock

 

 

 

 

 

(1,452

)

(1,452

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (note 12):

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustments

 

 

 

 

357

 

 

357

 

Hedge amortization, net of tax and other

 

 

 

 

12

 

 

12

 

Net income (loss)

 

 

 

 

 

(13,579

)

(13,579

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

(13,210

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2009

 

$

483

 

$

356,969

 

$

(583,220

)

$

836

 

$

516,716

 

$

291,784

 

 

See accompanying notes to consolidated financial statements.

 

5



Table of Contents

 

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.  In preparing these financial statements, the Company has evaluated events and transactions subsequent to September 30, 2009 through November 9, 2009, the date of public issuance of this Quarterly Report on form 10-Q.  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 June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance now codified as FASB Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative nongovernmental U.S. GAAP.  ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the ASC will be considered non-authoritative. These provisions of ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s financial condition or results of operations, but will impact our financial reporting process by eliminating all references to pre-codification standards. On the effective date of this Statement, the ASC superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the ASC became non-authoritative. References to the pre-codification pronouncements are noted in parenthesis.

 

In September 2006, FASB issued guidance now codified as ASC Topic 820, “Fair Value Measurements and Disclosures,” (SFAS No. 157) which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements and does not require any new fair value measurements.   In February 2008, the FASB released additional ASC Topic 820 guidance (FSP No. 157-2), which delayed the effective date of the application of certain guidance related to non-financial assets and non-financial liabilities until July 1, 2009 for the Company, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  The Company adopted certain provisions of ASC Topic 820 effective July 1, 2008, except as it relates to those non-financial assets and non-financial liabilities excluded as noted above.  The Company adopted the provisions of ASC Topic 820 with respect to our non-financial assets and non-financial liabilities effective July 1, 2009. The

 

6



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

implementation of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

 

In December 2007, the FASB issued guidance now codified as ASC Topic 805, “Business Combinations” (SFAS No. 141(R), which replaced SFAS No. 141).  ASC Topic 805 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. ASC Topic 805 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 on the terms, conditions and details of such acquisitions.

 

In June 2008, the FASB issued guidance now codified as ASC Topic 260, “Earnings Per Share” (EITF 03-6). Under ASC Topic 260, unvested share-based payment awards that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing earnings per share. The implementation of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

 

(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 three months ended September 30, 2009 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/A for the year ended June 30, 2009.

 

(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.

 

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.  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 25.7% and 28.7% for the three months ended September 30, 2009 and 2008, respectively. The current effective tax rate, resulting in a tax benefit, was adversely affected by the valuation allowances against certain state and Canadian deferred tax assets. The prior period effective tax rate benefitted from a one time adjustment of $0.7 million made in the prior year quarter.

 

7



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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 September 30, 2009, 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.

 

(4)      Inventories

 

Inventories at September 30, 2009 and June 30, 2009 are summarized as follows (in thousands):

 

 

 

September 30,
2009

 

June 30,
2009

 

 

 

 

 

 

 

Finished goods

 

$

119,721

 

$

130,180

 

Work in process

 

7,355

 

7,476

 

Raw materials

 

19,585

 

18,863

 

 

 

$

146,661

 

$

156,519

 

 

Inventories are presented net of a related valuation allowance of $2.2 million at both September 30, 2009 and June 30, 2009.

 

(5)      Restructuring and Impairment Charges

 

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

 

In fiscal 2009, the Company made several announcements on changes to our operations as we continue to improve the structure of our business especially in light of the recent economic downturn.  In January 2009, the Company announced a plan to consolidate the operations of its Eldred, Pennsylvania upholstery manufacturing plant and several of its retail service centers. In June 2009, the Company announced the consolidation of its Chino, California operations into its Maiden, North Carolina facility and the consolidation of its Andover, Maine sawmill and dimension mill to its Beecher Falls, Vermont sawmill and dimension mill operations. For these fiscal 2009 actions, the Company estimates pre-tax restructuring, impairment, accelerated depreciation and other related charges will ultimately approximate $31 million, consisting of an $18 million impact from long-lived assets, $8 million in employee severance and other payroll and benefit costs, and $5 million in other associated costs.  By segment, we expect $24 million in costs for the wholesale segment and $7 million for the retail segment.  Total costs for these 2009 actions in the current fiscal year by segment are $0.2 million of restructuring charges and $6.6 million in accelerated depreciation for Wholesale, and $0.4 million of restructuring charges for Retail. Cumulative charges to date for these actions totaling $20.2 million have been classified in the Statement of Operations as restructuring and impairment charges and $6.6 million of accelerated depreciation recorded in cost of sales. Approximately 800 employee positions and 140 contract worker positions have been or will be eliminated due to these actions.

 

In fiscal 2008, we announced a plan to consolidate the operations of certain Company-operated retail design centers and retail service centers. In connection with this initiative, we have permanently ceased operations at ten 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.  Costs for the January 2008 actions in the current fiscal year by segment totaled $0.2 million, all of which was for the Retail segment, mostly due to net losses on the sale of real estate. Cumulative charges to date for these actions total $5.8 million, all of which have been classified in the Statement of Operations as restructuring and impairment charges of the Retail segment.

 

8



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

Activity in the Company’s restructuring reserves is summarized in the table below (in thousands) and is classified with accrued expenses and other current liabilities in the Consolidated Balance Sheets:

 

 

 

Balance
June 30,
2009

 

New
charges
(credits)

 

Utilized

 

Adjustments

 

Balance
September
30, 2009

 

Fiscal 2009 Actions

 

 

 

 

 

 

 

 

 

 

 

Employee severance, other payroll and benefit costs

 

$

3,864

 

$

96

 

$

(1,404

)

$

 

$

2,556

 

Other plant exit costs

 

654

 

412

 

(523

)

 

543

 

Write down of long-lived assets

 

 

54

 

(54

)

 

 

 

 

$

4,518

 

$

562

 

$

(1,981

)

$

 

$

3,099

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2008 Actions

 

 

 

 

 

 

 

 

 

 

 

Employee severance, other payroll and benefit costs

 

$

369

 

$

 

$

(10

)

$

 

$

359

 

Other plant exit costs

 

2,892

 

 

(353

)

38

 

2,577

 

Write down of long-lived assets

 

 

 

(212

)

212

 

 

 

 

$

3,261

 

$

 

$

(575

)

$

250

 

$

2,936

 

 

(6)      Business Acquisitions

 

There were no acquisitions completed during the three months ended September 30, 2009.

 

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.

 

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.

 

9



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

A summary of our allocation of purchase price accounting for acquisitions during the three months ended September 30, 2008 is provided below (in thousands).

 

 

 

Three Months Ended
September 30, 2008

 

Business segment

 

Retail

 

Total consideration

 

$

567

 

Fair value of assets acquired and liabilities assumed:

 

 

 

Inventory

 

669

 

PP&E and other assets

 

49

 

Customer deposits

 

(655

)

A/P and other liabilities

 

(200

)

Goodwill

 

$

704

 

 

(7)      Goodwill, Other Intangible Assets and Goodwill Impairment

 

At both September 30, 2009 and June 30, 2009, we had goodwill and other indefinite-lived intangible assets of $25.4 million and $19.7 million, respectively, all of which is included in the Wholesale segment.  The indefinite-lived intangible assets represent Ethan Allen trade names.  The Company previously had goodwill in the Retail segment, all of which was considered impaired and written off during the third quarter of fiscal 2009.

 

In accordance with ASC Topic 350, “Intangibles-Goodwill and Other” (SFAS No. 142), we do not amortize goodwill or other indefinite-lived intangible assets but, rather, we conduct an annual impairment analysis of goodwill and other indefinite lived intangible assets the first of April each fiscal year, unless events occur or circumstances change that would more likely than not reduce the fair value of the goodwill or other indefinite lived intangible assets below their carrying value. In determining whether an interim test is appropriate, management considers several factors including changes in the Company’s stock price, financial performance, third party ratings on its long term debt, and expected financial outlook of the business. Methods employed to value the enterprise and the Company’s retail and wholesale segments include the market approach and the income approach, which are reconciled with the total market capitalization of the Company. These valuation methods use historical revenues and cash flows, as well as Company and external analysts’ financial projections and apply discount rates, weighted average cost of capital rates, total invested capital multiples, and premium control multiples. Fair value of our trade name is valued using the relief-from-royalty method. Significant factors used in trade name valuation are royalty rates, future growth and discount rates, and expense rates.

 

The Company performed impairment evaluations during the second and third quarters of fiscal 2009 as a result of sudden and dramatic changes in the business climate and the Company’s performance, and determined as of March 31, 2009 that the $48.4 million of goodwill in the Retail segment was considered impaired and fully written off at that time.  In the fiscal quarter ended June 30, 2009, the Company performed its annual impairment test and concluded there was no additional impairment.

 

During the quarter ending September 30, 2009, the business performance was consistent with management’s expectations, revenues and operating costs were on plan, the Company’s average quarterly stock price increased 13% (from $12.11 for the quarter ended June 30, 2009, to $13.69 for the quarter ended September 30, 2009), and cash reserves increased to $72.5 million at September 30, 2009 from $53.0 million at June 30, 2009. The Company considered these and other factors and concluded that an interim impairment test was not required.

 

There can be no assurance that the outcome of future reviews will not result in substantial impairment charges.  Impairment assessment inherently involves judgments as to assumptions about expected future cash flows and the

 

10



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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.

 

(8)      Borrowings

 

Total debt obligations at September 30, 2009 and June 30, 2009 consist of the following (in thousands):

 

 

 

September 30,

 

June 30,

 

 

 

2009

 

2009

 

5.375% Senior Notes due 2015

 

$

199,037

 

$

198,997

 

Industrial revenue bonds

 

3,855

 

3,855

 

Other debt

 

286

 

296

 

Total debt

 

203,178

 

203,148

 

Less current maturities

 

42

 

42

 

Total long-term debt

 

$

203,136

 

$

203,106

 

 

In September 2005, we completed a private offering of $200.0 million in 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.  We have used the net proceeds of $198.4 million to expand our retail network, invest in our manufacturing and logistics operations, and for other general corporate purposes.

 

On May 29, 2009, the Company entered into a three-year, $40 million senior secured asset-based revolving credit facility (“the “Facility”). The Facility provides revolving credit financing of up to $40 million, subject to borrowing base availability, and includes an accordion feature which, if exercised, would provide up to an additional $20 million of financing.    At the Company’s option, revolving loans under the Agreement bear interest at an annual rate of either:

 

(a) London Interbank Offered rate (“LIBOR”) plus 3.25% to 4.25%, based on the average availability, or

(b) the higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) a LIBOR rate plus 1.00% plus, in each case, an additional 2.25% to 3.25%, based on average availability.

 

The Facility is secured by all property owned, leased or operated by the Company in the United States excluding any real property owned by the Company and also excludes any intellectual property owned by the Company unless availability is less than or equal to $17.5 million, and contains customary covenants which may limit the Company’s ability to incur debt; engage in mergers and consolidations; make restricted payments (including dividends); sell certain assets; and make investments.

 

At September 30, 2009, we had no revolving loans, and $12.5 million in trade and standby letters of credit outstanding under the Facility. Remaining availability under the revolver totaled $27.5 million subject to limitations set forth in the agreement noted above. We are in compliance with the terms and conditions of the agreement and as a result, the coverage charge ratio, or other restricted payment limitations did not apply. As of September 30, 2009, we are in compliance with all covenants of our credit facility.

 

On October 23, 2009, the Facility was expanded to $60 million. See Note 15 - Subsequent Events for additional details.

 

11



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(9)      Litigation

 

Environmental Matters

 

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

 

During the fiscal year ending June 30, 2009, our liability with respect to three active sites currently 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”), where we and/or our subsidiaries had been named as a Potentially Responsive Party (“PRP”) located in Southington, Connecticut; High Point, North Carolina; and Atlanta, Georgia has been resolved.

 

In each case we were not a major contributor based on the very small volume of waste generated by us in relation to total volume at those sites and were able to take part in de minimus settlement arrangements.  Specifically, with respect to the Southington site, our volumetric share is less than 1% of over 51 million gallons disposed of at the site and there are more than 1,000 PRPs.  With respect to the High Point site, our volumetric share is less than 1% of over 18 million gallons disposed of at the site and there are more than 2,000 PRPs, including more than 1,000 de minimis parties (of which we are one). With respect to the Atlanta site, a former solvent recycling/reclamation facility, our volumetric share is less than 1% of over 20 million gallons disposed of at the site by more than 1,700 PRPs.

 

In addition to the now settled actions discussed above, 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.   In May, 2009, we were notified by the State that it had conducted an initial environmental study and that we have been named as a PRP.  We believe that we are not a major contributor; however, a review of the initial environmental study is ongoing.

 

Liability under CERCLA may be joint and several. As such, to the extent certain named PRPs are unable, or unwilling, to accept responsibility and pay their apportioned costs, we could be required to pay in excess of our pro rata share of incurred remediation costs. Our understanding of the financial strength of other PRPs has been considered, where appropriate, in the determination of our estimated liability.

 

As of September 30, 2009, 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.

 

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

 

12



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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 October 10, 2007, the Company’s Board of Directors and Mr. Kathwari 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, options to purchase an additional 90,000 shares on July 1, 2008, and options to purchase an additional 60,000 shares on July 1, 2009, 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 2009 grant was issued at an exercise price of $10.68 and vests 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 received, 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.

 

(11)    Earnings Per Share

 

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

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

Weighted average common shares outstanding for basic calculation

 

28,926

 

28,703

 

Effect of dilutive stock options and other share-based awards

 

 

144

 

Weighted average common shares outstanding adjusted for dilution calculation

 

28,926

 

28,847

 

 

As of September 30, 2009 and 2008, stock options to purchase 2,251,389 and 1,813,855 common shares, respectively, were excluded from the respective diluted earnings per share calculation because their impact was anti-dilutive.

 

13



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(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.

 

Accumulated other comprehensive income, comprised of losses on certain derivative instruments and accumulated foreign currency translation adjustments, totaled $0.8 million at September 30, 2009 and $0.5 million at June 30, 2009.  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

 

ACS Topic 820, “Fair value measurements and disclosures” (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, ASC Topic 820 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 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.

 

The Company partially adopted ASC Topic 820 on July 1, 2008 due to the fact that a portion of ASC Topic 820 was previously deferred for one year for all nonfinancial assets and nonfinancial liabilities that were not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  On July 1, 2009, the Company adopted the deferred portion of ACS Topic 820.  There was no impact to the Company’s financial position

 

14



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

or results of operations resulting from the adoption of the deferred portion of ACS Topic 820.  The Company has now fully adopted ASC Topic 820.

 

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 September 30, 2009, the Company’s assets and liabilities measured at fair value on a recurring basis consist of $59.7 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 three months ended September 30, 2009, 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.

 

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).

 

15



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

A breakdown of wholesale sales by these product lines for the three months ended September 30, 2009 and 2008 is provided as follows:

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

Case Goods

 

40

%

41

%

Upholstered Products

 

45

 

42

 

Home Accessories and Other

 

15

 

17

 

 

 

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.

 

16



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

Segment information for the three months ended September 30, 2009 and 2008 is set forth as follows:

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2009

 

2008

 

Net sales:

 

 

 

 

 

Wholesale segment

 

$

81,281

 

$

121,295

 

Retail segment

 

103,150

 

155,870

 

Elimination of inter-company sales

 

(48,241

)

(71,324

)

Consolidated Total

 

$

136,190

 

$

205,841

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

Wholesale segment (1)

 

$

(4,660

)

$

11,885

 

Retail segment (2)

 

(11,349

)

(3,052

)

Adjustment of inter-company profit (3)

 

(79

)

3,378

 

Consolidated Total

 

$

(16,088

)

$

12,211

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

Wholesale segment

 

$

801

 

$

1,632

 

Retail segment

 

1,687

 

9,461

 

Acquisitions (4)

 

 

375

 

Consolidated Total

 

$

2,488

 

$

11,468

 

 

 

 

September 30,

 

June 30,

 

Total assets

 

2009

 

2009

 

Wholesale segment

 

$

281,075

 

$

276,250

 

Retail segment

 

385,279

 

397,877

 

Inventory profit elimination (5)

 

(27,789

)

(27,642

)

Consolidated Total

 

$

638,565

 

$

646,485

 

 


(1)          Operating income (loss) for the wholesale segment for the three months ended September 30, 2009 and 2008 includes pre-tax restructuring and impairment charges of $0.2 million and $0.4 million, respectively.

(2)          Operating income (loss) for the retail segment for the three months ended September 30, 2009 and 2008 includes pre-tax restructuring and impairment charges of $0.7 million and a net recovery of $2.0 million, respectively.

(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 September 30, 2008 include the purchase of two retail design centers.

(5)          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 49 independent retail design centers located outside the United States at September 30, 2009. Less than five percent of our net sales were derived from sales to those retail design centers.

 

(15)    Subsequent Events

 

Ethan Allen declares quarterly cash dividend

 

Ethan Allen’s Board of Directors has declared a quarterly cash dividend of $0.05 per share, which will be payable to shareholders of record as of October 9, 2009 and paid on October 26, 2009.

 

Ethan Allen expands revolving credit facility

 

On October 23, 2009, the Company amended its three-year revolving credit facility by increasing the credit financing by $20 million, with total borrowing under the agreement (subject to borrowing base availability) of up to $60

 

17



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

million. The Amended Facility is secured by all assets owned, leased or operated by the Company in the United States including intellectual property, and excludes any real estate owned by the Company.

 

Standard & Poor’s lowers credit rating

 

On November 2, 2009, Standard & Poor’s Rating Services lowered its corporate credit and senior unsecured debt ratings to ‘B+’ from ‘BB’ and indicated the outlook was negative. The rating agency cited very weak operating performance due to lower consumer spending and a tough retail environment in its rating action. The Company believes this change does not materially affect its ability to operate and further believes it has adequate liquidity and cash flow to meet current business needs.

 

(16)    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 Allen (UK) Ltd. (which was legally dissolved in October 2009), and our other subsidiaries which are not guarantors are called the “Non-Guarantors”. During the quarter ended December 31, 2008, 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 September 30, 2009 and June 30, 2009, the condensed consolidating statements of operations for the three months ended September 30, 2009 and 2008, and the condensed consolidating statements of cash flows for the three months ended September 30, 2009 and 2008 of the Parent, the Issuer, the Guarantors and the Non-Guarantors.

 

18



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

(In thousands)

September 30, 2009

 

 

 

Parent

 

Issuer

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

68,296

 

$

2,888

 

$

1,268

 

$

 

$

72,452

 

Accounts receivable, net

 

 

12,269

 

540

 

244

 

 

13,053

 

Inventories

 

 

 

169,742

 

4,708

 

(27,789

)

146,661

 

Prepaid expenses and other current assets

 

 

12,736

 

6,469

 

620

 

 

19,825

 

Intercompany

 

 

767,471

 

229,281

 

(3,294

)

(993,458

)

 

Total current assets

 

 

860,772

 

408,920

 

3,546

 

(1,021,247

)

251,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

11,201

 

304,005

 

4,978

 

 

320,184

 

Goodwill and other intangible assets

 

 

37,905

 

7,223

 

 

 

45,128

 

Other assets

 

 

20,454

 

802

 

6

 

 

21,262

 

Investment in affiliated companies

 

599,745

 

(39,991

)

 

 

(559,754

)

 

Total assets

 

$

599,745

 

$

890,341

 

$

720,950

 

$

8,530

 

$

(1,581,001

)

$

638,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

 

$

 

$

42

 

$

 

$

 

$

42

 

Customer deposits

 

 

 

37,175

 

1,710

 

 

38,885

 

Accounts payable

 

 

6,278

 

14,559

 

240

 

 

21,077

 

Accrued expenses and other current liabilities

 

1,559

 

39,363

 

16,968

 

302

 

 

58,192

 

Intercompany

 

306,402

 

8,123

 

673,183

 

5,750

 

(993,458

)

 

Total current liabilities

 

307,961

 

53,764

 

741,927

 

8,002

 

(993,458

)

118,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

199,038

 

4,098

 

 

 

203,136

 

Other long-term liabilities

 

 

10,571

 

14,737

 

141

 

 

25,449

 

Deferred income taxes

 

 

 

 

 

 

 

Total liabilities

 

307,961

 

263,373

 

760,762

 

8,143

 

(993,458

)

346,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

291,784

 

626,968

 

(39,812

)

387

 

(587,543

)

291,784

 

Total liabilities and shareholders’ equity

 

$

599,745

 

$

890,341

 

$

720,950

 

$

8,530

 

$

(1,581,001

)

$

638,565

 

 

19



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

(In thousands)

June 30, 2009

 

 

 

Parent

 

Issuer

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

47,712

 

$

3,592

 

$

1,656

 

$

 

$

52,960

 

Accounts receivable, net

 

 

12,049

 

783

 

254

 

 

13,086

 

Inventories

 

 

 

179,705

 

4,456

 

(27,642

)

156,519

 

Prepaid expenses and other current assets

 

 

20,509

 

8,084

 

544

 

 

29,137

 

Intercompany receivables

 

 

782,736

 

227,453

 

(3,010

)

(1,007,179

)

 

Total current assets

 

 

863,006

 

419,617

 

3,900

 

(1,034,821

)

251,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

11,748

 

317,144

 

4,707

 

 

333,599

 

Goodwill and other intangible assets

 

 

37,905

 

7,223

 

 

 

45,128

 

Other assets

 

 

15,323

 

727

 

6

 

 

16,056

 

Investment in affiliated companies

 

612,391

 

(20,616

)

 

 

(591,775

)

 

Total assets

 

612,391

 

907,366

 

744,711

 

8,613

 

(1,626,596

)

646,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

 

 

42

 

 

 

42

 

Customer deposits

 

 

 

30,412

 

1,279

 

 

31,691

 

Accounts payable

 

 

8,851

 

13,106

 

242

 

 

22,199

 

Accrued expenses and other current liabilities

 

1,552

 

41,004

 

15,707

 

268

 

 

58,531

 

Intercompany payables

 

304,917

 

8,123

 

687,826

 

6,313

 

(1,007,179

)

 

Total current liabilities

 

306,469

 

57,978

 

747,093

 

8,102

 

(1,007,179

)

112,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

198,998

 

4,108

 

 

 

203,106

 

Other long-term liabilities

 

 

10,565

 

14,290

 

138

 

 

24,993

 

Deferred income taxes

 

 

 

 

 

 

 

Total liabilities

 

306,469

 

267,541

 

765,491

 

8,240

 

(1,007,179

)

340,562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

305,922

 

639,825

 

(20,780

)

373

 

(619,417

)

305,923

 

Total liabilities and shareholders’ equity

 

$

612,391

 

$

907,366

 

$

744,711

 

$

8,613

 

$

(1,626,596

)

$

646,485

 

 

20



Table of Contents

 

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(In thousands)

Three Months Ended September 30, 2009

 

 

 

Parent

 

Issuer

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

81,410

 

$

136,996

 

$

4,899

 

$

(87,115

)

$

136,190

 

Cost of sales

 

 

66,961

 

95,200

 

2,703

 

(86,983

)

77,881

 

Gross profit

 

 

14,449

 

41,796

 

2,196

 

(132

)

58,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

41

 

11,032

 

59,973

 

2,539

 

 

73,585

 

Restructuring and impairment charge, (credit) net

 

 

 

812

 

 

 

812

 

Total operating expenses

 

41

 

11,032

 

60,785

 

2,539

 

 

74,397

 

Operating income (loss)

 

(41

)

3,417

 

(18,989

)

(343

)

(132

)

(16,088

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other miscellaneous income, net

 

(13,538

)

(18,596

)

33

 

 

32,898

 

797

 

Interest and other related financing costs

 

 

2,905

 

76

 

 

 

2,981

 

Income (loss) before income tax expense

 

(13,579

)

(18,084

)

(19,032

)

(343

)

32,766

 

(18,272

)

Income tax expense

 

 

(4,693

)

 

 

 

(4,693

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(13,579

)

$

(13,391

)

$

(19,032

)

$

(343

)

$

32,766

 

$

(13,579

)

 

Three Months Ended September 30, 2008

 

 

 

Parent

 

Issuer