8-K
Ethan Allen Interiors Inc (ETD)
United states
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2020
ETHAN ALLEN INTERIORS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-11692 | 06-1275288 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 25 Lake Avenue Ext**.,** Danbury, C****onnecticut | 06811****-5286 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 743-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Common stock $0.01 **** par **** value | ETH | New York Stock Exchange |
|---|---|---|
| (Title of each class) | (Trading symbol) | (Name of exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7 . 01 Re gulation FD Disclosure
On October 12, 2020, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) issued a press release providing several business updates as well as announcing the release date for its fiscal 2021 first quarter results. A copy of the press release issued by the Company is furnished as Exhibit 99.1 hereto and incorporated by reference herein. The information furnished pursuant to this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (such act being the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Exhibit 99.1 includes non-GAAP diluted earnings per share for the period presented. This non-GAAP measure is not in accordance with, or an alternative for, the measure prepared in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies. Ethan Allen believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Ethan Allen’s results of operations in conjunction with the corresponding GAAP measures.
Ethan Allen believes that the presentation of non-GAAP diluted earnings per share when shown in conjunction with the corresponding GAAP diluted earnings per share measure, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. For its internal budgeting process, Ethan Allen’s management uses financial statements that do not include, when applicable, significant asset impairments and restructurings, retail acquisition costs, significant litigation settlements and other contingencies, and the income tax effects of the foregoing. The Company’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Ethan Allen. From time to time in the future, there may be other items that Ethan Allen may exclude for purposes of its internal budgeting process and in reviewing its financial results.
I tem 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated October 12, 2020, furnished herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ETHAN ALLEN INTERIORS INC. | ||
|---|---|---|
| Date: October 12, 2020 | By: | /s/ Corey Whitely |
| Corey Whitely<br><br> <br>Executive Vice President, Administration<br><br> <br>Chief Financial Officer and Treasurer |
ex_206703.htm
Exhibit 99.1
Ethan Allen Provides Business Updates and Announces Earnings Release Date for Fiscal 202 1 **** F irst Quarter Results
DANBURY, CT – October 1 2 , 2020 – Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE: ETH) today provided several updates on its business.
Preliminary Financial Results
The Company expects to report the following financial results for its first quarter ended September 30, 2020:
| ● | Consolidated net sales of $151.1 million |
|---|---|
| ● | Retail segment written orders continued to accelerate with growth of 10.8% over the prior year |
| --- | --- |
| ● | Wholesale segment orders, while benefitting from the strong retail growth, were down 0.4% due to the timing of GSA and other government orders that were negatively impacted by COVID-19 pandemic related disruptions. Excluding GSA and other government orders, Wholesale segment orders booked were up 9.2% for the quarter. |
| --- | --- |
| ● | Consolidated gross margin of 56.8% |
| --- | --- |
| ● | Adjusted diluted EPS in the range of $0.34 to $0.36 |
| --- | --- |
| ● | Paid off all of the remaining $50 million in debt during the quarter using available cash |
| --- | --- |
| ● | Ended the quarter with cash on hand of $62.0 million as of September 30, 2020 |
| --- | --- |
| ● | On August 4, 2020, the Company’s Board of Directors reinstated the regular quarterly cash dividend and declared a regular quarterly cash dividend of $0.21 per share, payable in October 2020 |
| --- | --- |
Farooq Kathwari, Ethan Allen’s Chairman, President and CEO commented, “Our fundamentals remain strong. Retail written orders and backlogs continue to grow, with significant growth both in our design centers and from our e-commerce business. With our manufacturing production now reaching pre-COVID-19 levels, we are increasing capacity and production. Our unique vertical structure, whereby we produce about 75% of what we sell, mostly on a custom made-to-order basis in our own North American manufacturing plants, allows us to maintain stronger service levels with greater control over inventory. We plan to continue our marketing efforts and are well positioned to grow with our relevant offerings as well as our complimentary personal interior design service combined with technology and in-home white-glove delivery.”
“Our teams remain focused on serving our clients and keeping our workplaces safe. I am personally proud of the incredible effort and positive attitude put forth by our associates under the most trying of circumstances,” concluded Mr. Kathwari.
Fiscal F irst Quarter Analyst Conference Call
The Company also announced today that it will release its financial and operating results for the fiscal 2021 first quarter ended September 30, 2020, after the market closes on Thursday, October 29, 2020.
Following the release, the Company will host an analyst conference call at 5:00 PM (Eastern Time) to discuss its results. The analyst conference call will be webcast live from the Company’s Investor Relations website at https://ir.ethanallen.com.
To access the conference call, dial 877-705-2976 (or 201-689-8798 for international participants), and enter Meeting Number 13711572. For those unable to listen live, an archived recording of the call will be made available on the Company's website for at least 60 days.
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ABOUT ETHAN ALLEN
Ethan Allen Interiors Inc. (NYSE: ETH) is a leading interior design company, manufacturer and retailer in the home furnishings marketplace. Today the Company is a global luxury international home fashion brand that is vertically integrated from design through delivery, which affords its clientele a value proposition of style, quality and price. The Company provides complimentary interior design service to its clients and sells a full range of furniture products and decorative accents through a retail network of approximately 300 design centers in the United States and abroad as well as online at ethanallen.com. The design centers represent a mix of independent licensees and Company-owned and operated locations. The Company operates retail design centers located in the United States and Canada. The independently operated design centers are located in the United States, Asia, the Middle East and Europe. Ethan Allen owns and operates nine manufacturing facilities, including six manufacturing plants in the United States, two manufacturing plants in Mexico and one manufacturing plant in Honduras. Approximately 75% of its products are manufactured or assembled in these North American facilities.
For more information on Ethan Allen's products and services, visit www.ethanallen.com.
Investor / Media Contact :
Matt McNulty
Vice President, Finance
ABOUT NON-GAAP FINANCIAL MEASURES
In this news release the Company has included a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company computes the non-GAAP financial measure of adjusted diluted EPS by adjusting GAAP diluted EPS to remove the impact of certain charges and the related tax effect of these adjustments. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, the financial measure presented in accordance with GAAP. The Company uses this non-GAAP financial measure for financial and operational decision making and to evaluate period-to-period comparisons. The Company believes that it provides useful information about operating results, enhances the overall understanding of past financial performance and prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making.
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FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent management's beliefs and assumptions concerning future events based on information currently available to the Company relating to its future results. Such forward-looking statements are identified in this news release incorporated herein by reference by use of forward-looking words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “continue,” “may,” “will,” “short-term,” “target,” “outlook,” “forecast,” “future,” “strategy,” “opportunity,” “would,” “guidance,” “non-recurring,” “one-time,” “unusual,” “should,” “likely,” “COVID-19 impact,” and similar expressions and the negatives of such forward-looking words. These forward-looking statements are subject to management decisions and various assumptions about future events and are not guarantees of future performance. Actual results could differ materially from those anticipated in the forward-looking statements due to a number of risks and uncertainties including, but not limited to the following: the ongoing global COVID-19 pandemic may continue to materially adversely affect the Company’s business, its results of operations and overall financial performance; additional funding from external sources may not be available at the levels required, or may cost more than expected; declines in certain economic conditions, which impact consumer confidence and consumer spending; an overall decline in the health of the economy and consumer spending may affect consumer purchases of discretionary items; a significant shift in consumer preference toward purchasing products online; ability to maintain and enhance the Ethan Allen brand; failure to successfully anticipate or respond to changes in consumer tastes and trends; global and local economic uncertainty may materially adversely affect manufacturing operations or sources of merchandise and international operations; competition from overseas manufacturers and domestic retailers; disruptions in the supply chain; the number of manufacturing and logistics sites may increase exposure to business disruptions and could result in higher transportation costs; fluctuations in the price, availability and quality of raw materials could result in increased costs or cause production delays; current and former manufacturing and retail operations and products are subject to increasingly stringent environmental, health and safety requirements; product recalls or product safety concerns; reliance on information technology systems to process transactions, summarize results, and manage its business and that of certain independent retailers; disruptions in both primary and back-up systems; successful cyber-attacks and the ability to maintain adequate cyber-security systems and procedures; loss, corruption and misappropriation of data and information relating to customers; changes in United States trade and tax policy; reliance on certain key personnel; loss of key personnel or inability to hire additional qualified personnel; additional asset impairment charges that could reduce profitability; access to consumer credit could be interrupted; inability to maintain current design center locations at current costs; failure to successfully select and secure design center locations; changes to tax policies; hazards and risks which may not be fully covered by insurance; possible failure to protect the Company’s intellectual property; and other factors disclosed in Part I, Item 1A. Risk Factors, in the Company’s 2020 Annual Report on Form 10-K.
Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond the Company’s ability to control or predict. These forward-looking statements speak only as of the date of this news release. Other than as required by law, the Company undertakes no obligation to update or revise its forward-looking statements, whether because of new information, future events, or otherwise. Accordingly, actual circumstances and results could differ materially from those contemplated by the forward-looking statements.
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