ETHAN ALLEN INTERIORS INC
10-Q, 2000-11-13
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                       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, 2000
                                          or

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

For the transition period from                to

Commission File Number:                    1-11692


                  Ethan Allen Interiors Inc.; Ethan Allen Inc.;
                       Ethan Allen Marketing Corporation;
                      Ethan Allen Manufacturing Corporation
             (Exact name of registrant as specified in its charter)

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

                  Ethan Allen Drive, Danbury, Connecticut 06811
                    (Address of principal executive offices)

                                 (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  [ ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                                                  [ ] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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


                         39,363,180 at October 31, 2000


<PAGE>


                           ETHAN ALLEN INTERIORS INC.
                                 AND SUBSIDIARY
                                      INDEX

                                                                          PAGE

Part I.  Financial Information:

    Item 1.       Consolidated  Financial  Statements  as of
                  September 30, 2000 (unaudited) and June 30, 2000
                  and for the three months ended
                  September 30, 2000 and 1999 (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

     Item 2.      Management's Discussion and Analysis
                  of Financial Condition and Results of Operations         11

     Item 3.      Quantitative and Qualitative Disclosures
                  about Market Risk                                        15

Part II.  Other Information:                                               16

     Item 1.      Legal Proceedings

     Item 2.      Changes in Securities and Use of Proceeds

     Item 3.      Defaults Upon Senior Securities

     Item 4.      Submission of Matters to a Vote of
                  Security Holders

     Item 5.      Other Information

     Item 6.      Exhibits and Reports on Form 8-K

Signatures                                                                 17


<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                             (Dollars in thousands)

                                                    September 30,
                                                        2000          June 30,
                                                     (unaudited)        2000
                                                     -----------        ----
ASSETS
Current assets:
  Cash and cash equivalents                          $  30,359       $  14,024
  Accounts receivable, less allowances of $2,215
   and $2,751 at September 30, 2000 and
   June 30, 2000, respectively                          34,664          34,336
  Inventories                                          161,819         159,006
  Prepaid expenses and other current assets             24,273          17,670
  Deferred income taxes                                 11,554          10,751
        Total current assets                           262,669         235,787

Property, plant and equipment, net                     251,119         247,738
Intangibles, net                                        54,063          54,770
Other assets                                             7,598           5,276
        Total assets                                 $ 575,449       $ 543,571

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt and
   capital lease obligations                         $     373       $   8,420
  Accounts payable                                      85,410          65,879
  Accrued expenses                                      14,347          11,003
  Accrued compensation and benefits                     20,697          22,966
        Total current liabilities                      120,827         108,268

Long-term debt                                           9,455           9,487
Other long-term liabilities                              1,620           1,593
Deferred income taxes                                   33,912          33,714
        Total liabilities                              165,814         153,062

Commitments and contingencies

Shareholders' equity:
Class A common stock, par value $.01, 150,000,000
  shares authorized,  45,071,726
  and 45,081,384 shares issued at
  September 30, 2000 and
  June 30, 2000, respectively                              451             451
Preferred stock, par value $.01, 1,055,000 shares
  authorized, no shares issued and outstanding
  at September 30, 2000 and June 30, 2000                    -              -
Additional paid-in capital                             272,924         272,710
                                                       273,375         273,161
Less: Treasury stock (at cost), 5,682,196 shares
  at September 30, 2000 and 5,674,278 shares at
  June 30, 2000                                       (128,708)       (128,493)
                                                       144,667         144,668
Retained earnings                                      264,968         245,841
        Total shareholders' equity                     409,635         390,509
        Total liabilities and shareholders' equity   $ 575,449       $ 543,571


See accompanying notes to consolidated financial statements.


                                       2

<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)
                  (Amounts in thousands, except per share data)


                                                           Three Months
                                                        Ended September 30,
                                                       2000             1999
                                                       ----             ----
Net sales                                           $ 211,231        $ 189,592

Cost of sales                                         111,522          101,071

       Gross profit                                    99,709           88,521

Operating expenses:

Selling                                                38,078           33,458

General and administrative                             28,922           24,729

       Operating income                                32,709           30,334

Interest and other miscellaneous income, net              766              525

Interest and other related financing costs                196              349

       Income before income taxes                      33,279           30,510

Income tax expense                                     12,579           11,777

       Net income                                    $ 20,700         $ 18,733



Per share data:

Basic earnings per common share:

     Net income per basic share                      $   0.53         $   0.46

     Basic weighted average common
       shares outstanding                              39,405           40,856

Diluted earnings per common share:

     Net income per diluted share                    $   0.52         $   0.45

     Diluted weighted average common
       shares outstanding                              40,190           41,915



See accompanying notes to consolidated financial statements.


                                       3

<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)


                                                               Three Months
                                                            Ended September 30,
                                                            2000         1999
                                                            ----         ----
Operating activities:
     Net income                                          $ 20,700     $ 18,733
     Adjustments to reconcile net income to
      net cash provided by operating activities:
         Depreciation and amortization                      4,570        4,137
         Compensation (benefit) expense related to
            restricted stock award                           (330)         267
         Provision for deferred income taxes                 (605)      (5,610)
         Other non-cash (income) expense                     (636)          83
         Change in assets and liabilities:
              Accounts receivable                            (328)        (519)
              Inventories                                  (4,369)      (3,177)
              Prepaid and other current assets             (7,894)      (6,098)
              Accounts payable                              9,300       10,869
              Income taxes payable                         11,364       13,005
              Accrued expenses                              1,322         (936)
              Other                                          (196)          41
Net cash provided by operating activities                  32,898       30,795

Investing activities:
     Proceeds from the disposal of property, plant
       and equipment                                        2,315           34
     Capital expenditures                                  (9,185)     (11,885)
     Acquisition of businesses                                  -       (9,886)
     Other                                                    120          164
Net cash used in investing activities                      (6,750)     (21,573)

Financing activities:
     Borrowings on revolving credit facilities                  -       17,500
     Payments on revolving credit facilities               (8,000)     (15,500)
     Other payments on long-term debt and
       capital leases                                         (79)        (429)
     Increase in deferred financing costs                       -         (507)
     Net proceeds from issuance of common stock                51          236
     Dividends paid                                        (1,570)      (1,637)
     Payments to acquire treasury stock                      (215)      (4,454)
Net cash used in financing activities                      (9,813)      (4,791)

Net increase (decrease) in cash and cash
  equivalents                                              16,335        4,431
Cash and cash equivalents at beginning of period           14,024        8,968
Cash and cash equivalents at end of period               $ 30,359     $ 13,399


See accompanying notes to consolidated financial statements.


                                        4


<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                 Consolidated Statements of Shareholders' Equity
                      Three Months Ended September 30, 2000
                                   (Unaudited)
                             (Dollars in thousands)



<TABLE>
<CAPTION>
                                    Additional
                                     Common         Paid-in          Treasury         Retained
                                      Stock         Capital            Stock          Earnings          Total
                                      -----         -------            -----          --------          -----

<S>                                  <C>           <C>              <C>               <C>             <C>
Balance at June 30, 2000             $ 451         $272,710         $(128,493)        $245,841        $390,509

  Issuance of common stock upon
    exercise of stock options
    and restricted stock award
    compensation (benefit)              -              (279)               -                -             (279)

  Purchase of 7,919 shares
    of treasury stock                   -                -               (215)              -             (215)

  Tax benefit associated with the
    exercise of employee options
    and warrants                        -               493                -                -              493

  Dividends declared on common
    stock                               -                -                 -            (1,573)         (1,573)

  Net income                            -                -                 -            20,700          20,700

Balance at September 30, 2000        $ 451         $272,924         $(128,708)        $264,968        $409,635
</TABLE>



See accompanying notes to consolidated financial statements.


                                       5


<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(1)      Basis of Presentation

         Ethan Allen  Interiors Inc. (the  "Company") is a Delaware  corporation
         incorporated  on May 25, 1989. The  consolidated  financial  statements
         include the  accounts of the  Company and its  wholly-owned  subsidiary
         Ethan Allen Inc. ("Ethan Allen") and Ethan Allen's subsidiaries. All of
         Ethan Allen's capital stock is owned by the Company. The Company has no
         other assets or operating  results other than those associated with its
         investment in Ethan Allen.


(2)      Interim Financial Presentation

         All  significant  intercompany  accounts  and  transactions  have  been
         eliminated in the consolidated financial statements.  In the opinion of
         the  Company,  all  adjustments,  consisting  only of normal  recurring
         accruals  necessary  for fair  presentation,  have been included in the
         financial  statements.  The results of operations  for the three months
         ended September 30, 2000, are not necessarily indicative of results for
         the  fiscal  year.  It  is  suggested  that  the  interim  consolidated
         financial  statements  are read in  conjunction  with the  consolidated
         financial  statements and notes included in the Company's Annual Report
         on Form 10-K for the year ended June 30, 2000.

         Certain  reclassifications  have  been  made to  prior  year  financial
         information  in order to conform to the  current  year's  presentation.
         These changes were made for  disclosure  purposes only and did not have
         an impact on previously reported results of operations or shareholders'
         equity.


(3)      New Accounting Standards

         In 1998, the Financial  Accounting  Standards Board issued Statement of
         Financial  Accounting  Standards  ("SFAS")  No.  133,  "Accounting  for
         Derivatives  and  Hedging  Activities"  and  in  2000,  SFAS  No.  138,
         "Accounting  for Certain  Derivative  Instruments  and Certain  Hedging
         Activities, an amendment of No. 133." These statements require that all
         derivative instruments be recognized on the balance sheet at fair value
         effective  July 1,  2000.  Derivatives  that are not  hedges  should be
         adjusted  to fair value  through  earnings.  For  derivatives  that are
         effective  hedges,  changes in fair value of the  derivative  should be
         recorded  in  either  other  comprehensive  income  or  earnings.   The
         ineffective  portion of the  derivative  classified  as a hedge will be
         immediately recognized in earnings. The Company adopted these standards
         as  required  beginning  July 1,  2000.  Upon  review of the  Company's
         current contracts, it was determined that the Company has no derivative
         instruments as defined under these standards.


(4)      Inventories

         Inventories  at September 30, 2000 and June 30, 2000 are  summarized as
         follows (dollars in thousands):

                                         September 30,         June 30,
                                             2000                2000
                                             ----                ----

             Finished goods                $101,056            $103,787
             Work in process                 18,847              19,233
             Raw materials                   41,916              35,986
                                           $161,819            $159,006


                                        6

<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(5)      Contingencies

         The Company has been named as a potentially  responsible  party ("PRP")
         for the  cleanup  of three  sites  currently  listed  or  proposed  for
         inclusion  on  the   National   Priorities   List  ("NPL")   under  the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980  ("CERCLA").  With  respect  to all of these  sites,  the  Company
         believes  that it is not a major  contributor  based on the very  small
         volume of waste generated by the Company in relation to total volume at
         the site. The Company believes its share of waste  contributed to these
         sites is minimal in relation  to the total;  however,  liability  under
         CERCLA may be joint and  several.  For two of the sites,  the  remedial
         investigation is ongoing.  A volume-based  allocation of responsibility
         among the parties has been  prepared.  Numerous other parties have been
         identified as PRP's at these sites.

         The  Company  is also a  settling  defendant  for  remedial  design and
         construction activities at one of the sites.  Over seventy-five percent
         of the remedial work has been  performed at this site and Ethan Allen's
         portion of the remedial  action  should be  completed in calendar  year
         2000. The Company  believes that the resolution of such matter will not
         have a material adverse effect on its financial  condition,  results of
         operations or cash flows.


(6)      Earnings Per Share

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


                                                    Three Months Ended
                                                        September 30,
                                                    2000          1999
                                                    ----          ----
         Weighted  average  common  shares
           outstanding  for  basic calculation     39,405        40,856

         Add: Effect of stock options and
           warrants                                   785         1,059

          Weighted average common shares
            outstanding for diluted calculation    40,190        41,915


         Stock  options  to  purchase  895,000  shares  of  common  stock had an
         exercise  price in excess of the average  market  price.  These options
         have been  excluded  from the diluted  earnings  per share  calculation
         since their effect is anti-dilutive.


(7)      Segment Information

         The Company's reportable segments are strategic business areas that are
         managed  separately  and offer  different  products and  services.  The
         Company's operations are classified into two main businesses: wholesale
         and retail home furnishings. The wholesale home furnishings business is
         principally involved in the manufacture,  sale and distribution of home
         furnishing  products  to a  network  of  independently-owned  and Ethan
         Allen-owned  stores. The wholesale business consists of three operating
         segments; case goods, upholstery, and home accessories.


                                       7
<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(7)      Segment Information   (continued)

         Wholesale  profitability  includes the wholesale gross margin, which is
         earned  on  wholesale  sales  to all  retail  stores,  including  Ethan
         Allen-owned  stores.  The retail home  furnishings  business sells home
         furnishing  products  through a network  of Ethan  Allen-owned  stores.
         Retail profitability  includes the retail gross margin, which is earned
         based on purchases from the wholesale business.

         The operating segments follow the same accounting policies. The Company
         evaluates  performance of the  respective  segments based upon revenues
         and operating income. Inter-segment eliminations primarily comprise the
         wholesale  sales  and  profit  on the  transfer  of  inventory  between
         segments.  Inter-segment  eliminations also include items not allocated
         to reportable segments.

         The following table presents  segment  information for the three months
         ended September 30, 2000 and 1999 (dollars in thousands):


                                                    Three Months Ended
                                                        September 30,
                                                   2000              1999
                                                   ----              ----
         Net Sales:
         Case Goods                             $ 87,818          $ 86,238
         Upholstery                               47,978            42,340
         Home Accessories                         22,327            20,368
         Other  (1)                                2,128             3,356
           Wholesale Net Sales                   160,251           152,302
         Retail                                   98,526            79,070
         Other  (2)                                1,704             1,705
         Elimination of inter-segment sales      (49,250)          (43,485)
           Consolidated Total                   $211,231          $189,592

         Operating Income:
         Case Goods                             $ 27,269          $ 30,537
         Upholstery                               14,493            12,887
         Home Accessories                          7,465             6,366
         Unallocated corporate expenses (3)      (23,209)          (21,515)
            Wholesale Operating Income            26,018            28,275
         Retail                                    5,843             2,803
         Other  (2)                                  163               352
         Eliminations  (6)                           685            (1,096)
           Consolidated Total                   $ 32,709          $ 30,334

         Capital Expenditures:
         Case Goods                             $  3,074          $  4,295
         Upholstery                                1,282               827
         Home Accessories                             45                53
         Other  (5)                                1,177             2,190
            Wholesale Capital Expenditures         5,578             7,365
         Retail                                    3,458             3,874
         Other  (2)                                  149               646
         Acquisition of businesses                     -             9,886
            Consolidated Total                  $  9,185          $ 21,771


                                        8
<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(7)      Segment Information   (continued)
                                                        September 30,
                                                   2000              1999
                                                   ----              ----
         Total Assets:
         Case Goods                             $128,410           $113,142
         Upholstery                               38,015             32,637
         Home Accessories                          2,393              6,769
         Corporate   (4)                         247,564            230,726
           Wholesale Total Assets                416,382            383,274
         Retail                                  177,164            150,615
         Other  (2)                                8,389              6,372
         Inventory Profit Elimination  (6)       (26,486)           (24,006)
            Consolidated Total                  $575,449           $516,255


         (1)      The Other category included in the wholesale business consists
                  of the operating activity for indoor/outdoor furniture and the
                  corporate office.

         (2)      The   Other   category   includes   miscellaneous    operating
                  activities.

         (3)      Unallocated  corporate expenses primarily consist of corporate
                  advertising  costs,   unreimbursed   training  costs,   system
                  development costs, and other corporate administrative charges.

         (4)      Corporate assets  primarily  include assets from the corporate
                  office  and  from  the  Company's   distribution   operations,
                  including cash, receivables from independent dealers, finished
                  goods  inventory,  property,  plant and equipment,  intangible
                  assets, and deferred tax assets.

         (5)      The Other category primarily includes the capital expenditures
                  made by the corporate  office for the  Company's  distribution
                  operations.

         (6)      Inventory profit  elimination  reflects the embedded wholesale
                  profit in the Company-owned  store inventory that has not been
                  realized.  These  profits will be recorded when shipped to the
                  retail customer.

         There are 29  independent  retail  stores  located  outside  the United
         States.  Approximately 2.4% of the Company's net sales are derived from
         sales to these retail stores.


(8)      Wholly-Owned Subsidiary

         The Company owns all of the  outstanding  stock of Ethan Allen,  has no
         material  assets other than its  ownership  of Ethan Allen  stock,  and
         conducts all significant  operating  transactions  through Ethan Allen.
         The Company has guaranteed Ethan Allen's  obligations  under its Credit
         Agreement.

                                       9

<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(8)      Wholly-Owned Subsidiary    (continued)

         The  condensed  balance  sheets of Ethan Allen as of September 30, 2000
         and June 30, 2000 are as follows (dollars in thousands):

                                             September 30,          June 30,
                                                 2000                 2000
                                                 ----                 ----

         Assets
         Current assets                       $ 262,623            $ 235,782
         Non-current assets                     454,868              448,059
              Total assets                    $ 717,491            $ 683,841

         Liabilities
         Current liabilities                  $ 119,151            $ 106,595
         Non-current liabilities                 44,987               44,794
              Total liabilities               $ 164,138            $ 151,389


         A summary of Ethan  Allen's  operating  activity  for the three  months
         ended  September  30,  2000  and  1999,  are  as  follows  (dollars  in
         thousands):

                                                       Three Months Ended
                                                           September 30,
                                                     2000               1999
                                                     ----               ----

         Net sales                                $211,231           $189,592
         Gross profit                               99,709             88,521
         Operating income                           32,747             30,372
         Interest expense and other related
           financing costs                             196                349
         Income before income
           tax expense                              33,317             30,548
         Net income                               $ 20,738           $ 18,771


(9)      Subsequent Event

         In October of 2000, the Company  purchased a manufacturing  facility in
         Dublin, Virginia from Pulaski Furniture Corporation.  This facility was
         opened  in 1973  and  consists  of  450,000  square  feet of Case  Good
         manufacturing  space and 120,000 square feet of distribution space. The
         acquisition was financed through cash from operations.

                                       10


<PAGE>


                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The discussions  set forth in this form 10-Q should be read in conjunction  with
the financial  information  included  herein and the Company's  Annual Report on
Form 10-K for the year ended June 30, 2000. Management's discussion and analysis
of financial  condition  and results of  operations  and other  sections of this
report  contain  forward-looking  statements  relating to future  results of the
Company.   Such   forward-looking   statements   are   identified   by   use  of
forward-looking words such as "anticipates",  "believes",  "plans", "estimates",
"expects",  and  "intends"  or words or  phrases of  similar  expression.  These
forward-looking  statements  are  subject  to  various  assumptions,   risk  and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
conditions in the various real estate  markets where the Company does  business,
developments  affecting  the  Company's  products and to those  discussed in the
Company's  filings with the  Securities  and Exchange  Commission.  Accordingly,
actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking statements.

Results of Operations:

         Ethan Allen's revenues are comprised of wholesale sales to dealer-owned
and company-owned  retail stores and retail sales of company-owned  stores.  The
Company's wholesale sales are mainly derived from its three reportable operating
segments;  case goods,  upholstery,  and home accessories.  The Company's retail
sales are derived from sales from company-owned retail stores. See Note 7 to the
Company's Consolidated Financial Statements for the three months ended September
30, 2000. The components of  consolidated  revenues and operating  income are as
follows (dollars in millions):

                                                     Three Months Ended
                                                        September 30,
                                               2000                     1999
                                               ----                     ----
    Revenue:
    Wholesale Revenue:
       Case Goods                             $ 87.8                  $ 86.2
       Upholstery                               48.0                    42.3
       Home Accessories                         22.3                    20.4
       Other                                     2.2                     3.4
    Total Wholesale Revenue                    160.3                   152.3
    Total Retail Revenue                        98.5                    79.1
    Other                                        1.6                     1.7
    Elimination of inter-segment sales         (49.2)                  (43.5)
      Consolidated Revenue                    $211.2                  $189.6

    Operating Income:
    Wholesale Operating Income:
       Case Goods                             $ 27.3                  $ 30.5
       Upholstery                               14.5                    12.9
       Home Accessories                          7.4                     6.4
       Unallocated Corporate Expenses          (23.2)                  (21.5)
    Total Wholesale Operating Income            26.0                    28.3
    Total Retail Operating Income                5.8                     2.8
    Other                                        0.2                     0.3
    Eliminations                                 0.7                    (1.1)
      Consolidated Operating Income           $ 32.7                  $ 30.3



                                       11
<PAGE>
                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

Three Months Ended  September 30, 2000 Compared to Three Months Ended  September
30, 1999

         Consolidated  revenue for the three  months  ended  September  30, 2000
increased by $21.6  million or 11.4% to $211.2  million from $189.6  million for
the three months ended  September 30, 1999.  Overall sales growth  resulted from
new product  offerings,  a selected price increase  effective February 2000, and
growth in the retail segment.

         Total  wholesale  revenue  for the first  quarter  of fiscal  year 2001
increased by $8.0 million or 5.3% to $160.3  million from $152.3  million in the
first quarter of fiscal year 2000.

         Case goods revenue  increased $1.6 million or 1.9% to $87.8 million for
the three months ended  September  30, 2000 as compared to $86.2  million in the
corresponding prior year period due to a selected price increase and new product
offerings, offset by fewer production days in the current quarter as compared to
the prior year quarter.

         Upholstery  revenue increased $5.7 million or 13.5% to $48.0 million in
the first  quarter of fiscal year 2001 as compared to $42.3 million in the first
quarter of fiscal  year 2000.  The  increase  in  revenue  of $5.7  million  was
primarily  attributable to a selected price increase, new product and new fabric
introductions, and more attractive price points on new product offerings.

         Home  accessories  revenue  increased  $1.9  million  or 9.3% to  $22.3
million in the first quarter of fiscal year 2001 as compared to $20.4 million in
the first  quarter of fiscal  year 2000.  The  increase is  attributable  to new
product  introductions  and the resulting impact of a better in-stock  position,
thereby reducing customer lead times.

         Total retail revenue from Ethan Allen-owned stores for the three months
ended  September  30, 2000  increased by $19.4 million or 24.5% to $98.5 million
from $79.1 million for the three months ended  September  30, 1999.  Comp stores
sales  increased  17.8%  reflecting one additional  delivery day included in the
current  quarter  over the prior year  quarter.  The increase in retail sales by
Ethan  Allen-owned  stores  is  attributable  to a  $12.8  million  increase  in
comparable  store  sales,  an increase  in sales  generated  by newly  opened or
acquired stores of $8.7 million, and the gain on the sale of retail stores to an
independent  dealer of $0.8 million,  partially  offset by closed stores,  which
generated $2.9 million less sales in fiscal year 2001 as compared to fiscal year
2000. The number of Ethan Allen-owned stores increased to 80 as of September 30,
2000 as compared to 77 as of September  30, 1999.  As a percentage  of total net
sales,  retail sales  represent 46.2% of total net sales in the first quarter of
fiscal year 2000 as compared to 41.7% in the first quarter of the prior year.

         Comparable  stores are those which have been  operating for at least 15
months.  Minimal  net sales,  derived  from the  delivery  of  customer  ordered
product,  are  generated  during the first three months of  operations  of newly
opened  stores.  Stores  acquired  from  dealers by Ethan Allen are  included in
comparable store sales in their 13th full month of Ethan Allen-owned operations.

         Gross profit  increased by $11.2  million or 12.7% to $99.7  million in
the first quarter of fiscal year 2001 from $88.5 million in the first quarter of
the prior year.  The gross  margin  increased  to 47.2% in the first  quarter of
fiscal year 2001 from 46.7% in the prior year first quarter.  Gross margins have
been  favorably  impacted by higher sales volumes,  a price  increase  effective
February 2000, and a higher percentage of retail sales to total sales, partially
offset by higher manufacturing costs.

         Operating  expenses increased $8.8 million or 15.1% to $67.0 million or
31.7% of net sales in the current  quarter as compared to $58.2 million or 30.7%
of net sales for the first quarter of fiscal year 2000.  This increase is mainly
attributable to the expansion of the retail segment resulting in the addition of
three net new Ethan Allen-owned stores

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                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

since  September  30, 1999 and from  increased  business  for  comparable  Ethan
Allen-owned stores.

         Operating  income for the three  months  ended  September  30, 2000 was
$32.7  million or 15.5% of net sales  compared to $30.3  million or 16.0% of net
sales for the three months ended September 30, 1999. This represents an increase
of $2.4 million or 7.9%, which is primarily  attributable to higher sales volume
and a selected price increase,  offset by higher manufacturing costs,  primarily
material and labor costs.

         Total wholesale  operating  income for the first quarter of fiscal year
2001 was $26.0 million or 16.2% of net sales  compared to $28.3 million or 18.6%
of net sales in the first  quarter  of fiscal  year  2000.  Wholesale  operating
income decreased $2.3 million or 8.1% this quarter.

         Case goods  operating  income  decreased $3.2 million or 10.5% to $27.3
million for the first quarter of fiscal year 2001 over the  corresponding  prior
year period  mainly due to higher labor and material  costs  resulting,  in part
from changes in production  scheduling between manufacturing  facilities,  fewer
production  days during the quarter as compared to the prior year  quarter,  and
from the introduction of new products at lower margins.

         Upholstery  operating  income  increased $1.6 million or 12.4% to $14.5
million in the first quarter of fiscal year 2001 as compared to $12.9 million in
the first quarter of fiscal year 2000.  The increase  resulted from higher sales
volume, a selected price increase, and lower manufacturing costs associated with
higher production levels.

         Home  accessories  operating  income increased $1.0 million or 15.6% to
$7.4  million  in the first  quarter  of fiscal  year 2001 as  compared  to $6.4
million in the first  quarter of fiscal  year  2000.  Operating  income for home
accessories  increased primarily due to higher sales volume and a selected price
increase.

         Operating  income for the retail  segment  increased by $3.0 million in
the three months ended  September  30, 2000 to $5.8 million or 5.9% of net sales
from $2.8 million or 3.5% of net sales from the three months ended September 30,
1999. The increase in retail  operating  income by Ethan  Allen-owned  stores is
primarily  attributable  to increased  sales volume and the gain recorded on the
sale of retail  stores,  offset  by higher  operating  expenses  related  to the
addition of three net new stores  this  quarter and higher  costs  necessary  to
service the increase in sales volume.

         Interest  expense  for  the  three  months  ended  September  30,  2000
decreased  $0.1  million to $0.2  million from $0.3 million for the three months
ended September 30, 1999. The decrease in interest  expense is due to lower debt
balances outstanding and lower amortization of deferred financing costs.

         Income tax expense of $12.6  million was recorded in the first  quarter
as  compared to $11.8  million in the prior year first  quarter.  The  Company's
effective tax rate was 37.8% for the first quarter of fiscal year 2001 and 38.6%
for the first quarter of fiscal year 2000.  The decline in the effective  income
tax rate in the current  quarter as compared to the prior year quarter  resulted
from the utilization of various state tax credits.

                                       13

<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

         For the three months ended September 30, 2000, the Company recorded net
income of $20.7 million, an increase of 10.7%, compared to $18.7 million for the
three  months ended  September  30,  1999.  Earnings per diluted  share of $0.52
increased 15.6% or $0.07 per diluted share in the quarter from $0.45 per diluted
share in the prior year quarter.


Financial Condition and Liquidity

         The  Company's  principal  sources  of  liquidity  are cash  flow  from
operations and borrowing  capacity under a revolving credit  facility.  Net cash
provided by  operating  activities  totaled  $32.9  million for the three months
ended  September  30,  2000.  The  increase in net cash  provided  by  operating
activities  principally resulted from an increase of $2.0 million in net income.
Total debt  outstanding  at September 30, 2000 was $9.8  million.  There were no
revolving  loans  outstanding  under the Credit  Agreement.  As of September 30,
2000,  there  were  $16.2  million  of  trade  and  standby  letters  of  credit
outstanding.

         During the three months ended  September  30, 2000,  capital  spending,
exclusive of acquisitions,  totaled $9.2 million as compared to $11.9 million in
the three months ended September 30, 1999. Capital  expenditures made during the
three months ended September 30, 2000 primarily relate to i) manufacturing plant
expansions  in  Boonville,  New  York  and  Andover,  Maine,  ii)  manufacturing
equipment purchases and upgrades,  iii) the expansion of a distribution facility
in Kentland,  Indiana,  and iv) new store  construction and interior  redesigns.
Capital  expenditures,  exclusive  of  acquisitions,  for  fiscal  year 2001 are
expected to be approximately  $45.0 million.  The Company  anticipates that cash
from operations will be sufficient to fund this level of capital expenditures.

          As of September 30, 2000,  aggregate scheduled maturities of long-term
debt for each of the next five fiscal years are $0.1 million, $0.1 million, $0.1
million, $4.7 million and $0.1 million,  respectively.  Management believes that
its cash flow from  operations,  together  with its other  available  sources of
liquidity,  will be adequate to make all  required  payments  of  principal  and
interest on its debt, to permit  anticipated  capital  expenditures  and to fund
working capital and other cash  requirements  over the next twelve months. As of
September  30,  2000,  the Company had working  capital of $141.8  million and a
current ratio of 2.17 to 1.

         The Company may from time to time,  either  directly or through agents,
repurchase its common stock in the open market through  negotiated  purchases or
otherwise,  at prices and on terms  satisfactory  to the  Company.  Depending on
market prices and other conditions  relevant to the Company,  such purchases may
be discontinued  at any time.  During the three months ended September 30, 2000,
the Company did not purchase any of its common shares through the open market.


                                       14

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                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY


Item 3.  Quantitative and Qualitative Disclosure about Market Risk

         The  Company is exposed to  interest  rate risk  primarily  through its
borrowing  activities.  The Company's  policy has been to utilize  United States
dollar denominated  borrowings to fund its working capital and investment needs.
Short term debt, if required,  is used to meet working capital  requirements and
long term debt is  generally  used to finance  long term  investments.  There is
inherent roll-over risk for borrowings as they mature and are renewed at current
market rates. The extent of this risk is not quantifiable or predictable because
of the variability of future interest rates and the Company's  future  financing
requirements.  Although the Company did not have any revolving loans outstanding
under the Credit  Agreement  as of  September  30,  2000,  the  Company had $0.4
million of short term debt  outstanding and $9.4 million of total long term debt
outstanding, including capital lease obligations.

         The  Company  has one long  term  debt  instrument  outstanding  with a
variable  interest rate.  This debt  instrument has a principal  balance of $4.6
million,  which matures in 2004. Based on the principal balance  outstanding,  a
one percentage point increase in the variable interest rate would not have had a
significant impact on the Company's interest expense.

         Currently,  the  Company  does not  enter  into  financial  instruments
transactions  for trading or other  speculative  purposes or to manage  interest
rate exposure.



                                       15
<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION


Item 1. - Legal Proceedings

         There  has  been no  change  to  matters  discussed  in  Business-Legal
Proceedings  in the  Company's  Annual  Report  on Form  10-K as filed  with the
Securities and Exchange Commission on September 13, 2000.


Item 2. - Changes in Securities

         There  has been no change  to  matters  discussed  in  Description  and
Ownership of Capital Stock in the Company's  Annual Report on Form 10-K as filed
with the Securities and Exchange Commission on September 13, 2000.


Item 3. - Defaults Upon Senior Securities

         None.


Item 4. - Submission of Matters to a Vote of Security Holders

         None.


Item 5. - Other Information

         None.


Item 6. - Exhibits and Reports on Form 8-K

         27       EDGAR Financial Data Schedule



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<PAGE>

                    ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                           ETHAN ALLEN INTERIORS INC.
                                  (Registrant)



DATE:     11/13/00                  BY:      /s/ M. Farooq Kathwari
                                             M. Farooq Kathwari
                                             Chairman of the Board
                                             President and Chief
                                             Executive Officer
                                             (Principal Executive Officer
                                             and acting Principal
                                             Financial Officer)



DATE:     11/13/00                  BY:      /s/ Michele Bateson
                                             Michele Bateson
                                             Corporate Controller
                                             (Principal Accounting Officer)





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