Ethan Allen Interiors Inc: Form 10-Q for the period ended Mar 31, 2024

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is designed to provide a reader of our consolidated financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The MD&A should be read in conjunction with our 2023 Annual Report on Form 10-K, Current Reports on Form 8-K and other filings with the SEC, and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

The MD&A is presented in the following sections:

• Cautionary Note Regarding Forward-Looking Statements
• Executive Overview
• Key Operating Metrics
• Results of Operations
• Reconciliation of Non-GAAP Financial Measures
• Liquidity
• Capital Resources, including Material Cash Requirements
• Other Arrangements
• Significant Accounting Policies
• Critical Accounting Estimates
• Recent Accounting Pronouncements

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the MD&A, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, forward-looking statements represent management’s beliefs and assumptions concerning current expectations, projections or trends relating to results of operations, financial results, financial condition, strategic objectives and plans, expenses, dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, future economic performance, and our business and industry. Such forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements may include 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,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. We derive many of our forward-looking statements from operating budgets and forecasts, which are based upon many detailed assumptions. While the Company believes that its assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for the Company to anticipate all factors that could affect actual results and matters that are identified as “short term,” “non-recurring,” “unusual,” “one-time,” or other words and terms of similar meaning may in fact recur in one or more future financial reporting periods.

Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that are expected. 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: declines in certain economic conditions, which impact consumer confidence and spending; financial or operational difficulties due to competition in the residential home furnishings industry; a significant shift in consumer preference toward purchasing products online; inability to maintain and enhance the Ethan Allen brand; failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner; inability to maintain current design center locations at current costs; failure to select and secure appropriate retail locations; disruptions in the supply chain and supply chain management; fluctuations in the price, availability and quality of raw materials and imported finished goods resulting in increased costs and production delays; competition from overseas manufacturers and domestic retailers; the number of manufacturing and distribution sites may increase exposure to business disruptions and could result in higher transportation costs; 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; significant increased costs or potential liabilities as a result of environmental laws and regulations aimed at combating climate change; risk to reputation and stock price related to future disclosures on Environmental, Social and Governance (“ESG”) matters; extensive reliance on information technology systems to process transactions, summarize results, and manage the business and that of certain independent retailers; disruptions in both primary and back-up systems; cyber-attacks and the failure to maintain adequate cyber-security systems and procedures; loss, corruption and misappropriation of data and information relating to customers; global and local economic uncertainty may materially adversely affect manufacturing operations or sources of merchandise and international operations; changes in U.S. trade and tax policies; reliance on certain key personnel, loss of key personnel or inability to hire additional qualified personnel; a shortage of qualified labor within our operations and our supply chain; potential future asset impairment charges resulting from changes to estimates or projections used to assess assets’ fair value, financial results that are lower than current estimates or determinations to close underperforming locations; access to consumer credit could be interrupted as a result of external conditions; risks associated with self-insurance related to health benefits; adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access working capital needs, and create additional market and economic uncertainty; failure to protect the Company’s intellectual property; hazards and risks which may not be fully covered by insurance; and other factors disclosed in Part I, Item 1A. Risk Factors, in our 2023 Annual Report on Form 10-K, and elsewhere here in this Quarterly Report on Form 10-Q.

All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. A reader should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Executive Overview

Who We Are. Founded in 1932, Ethan Allen is a leading interior design company, manufacturer and retailer in the home furnishings marketplace. We are a global luxury home fashion brand that is vertically integrated from product design through home delivery, which offers our customers stylish product offerings, artisanal quality and personalized service. We are known for the quality and craftsmanship of our products as well as for the exceptional personal service from design to delivery. We provide complimentary interior design service to our clients and sell a full range of home furnishings through a retail network of design centers located throughout the U.S. and abroad as well as online at ethanallen.com.

Ethan Allen design centers represent a mix of locations operated by the Company and independent licensees. As of March 31, 2024, the Company operated 141 retail design centers; 137 located in the U.S. and four in Canada. Our independently operated design centers are located in the U.S., Asia, the Middle East and Europe. We own and operate ten manufacturing facilities, including four manufacturing plants, one sawmill, one rough mill and a kiln dry lumberyard in the U.S., two upholstery manufacturing plants in Mexico and one case goods manufacturing plant in Honduras. Approximately 75% of our products are manufactured or assembled in the North American plants. We also contract with various suppliers located in Europe, Asia and other various countries to produce products that support our business.

Ethan Allen was named to Newsweek’s list of America’s Best Retailers, including the #1 retailer of Premium Furniture, during fiscal 2024. This award is presented by Newsweek and Statista Inc., a leading statistics portal and industry ranking provider. The final assessment and rankings were the result of an independent survey of more than 9,000 customers who have shopped at retail stores in person in the past three years and based on the likelihood of recommendation and the evaluation of products, customer service, atmosphere, accessibility and store layout.

For the fifth year in a row, the Mexican Center for Corporate Philanthropy and the Alliance for Corporate Social Responsibility recognized Ethan Allen’s upholstery manufacturing operations in Silao, as “Environmentally and Socially Responsible” for our ongoing commitment to socially responsible management.

Business Model. We are an Interior Design Destination. Our business model is to maintain focus on (i) providing relevant product offerings, (ii) capitalizing on the professional and personal service offered to our customers by our interior design professionals, (iii) leveraging the benefits of our vertical integration including a strong manufacturing presence in North America, (iv) regularly investing in new technologies across key aspects of our vertically integrated business, (v) maintaining a strong logistics network, (vi) communicating our messages with strong advertising and marketing campaigns, and (vii) being socially responsible. We seek to constantly reinvent our projection and product offerings through a broad selection of products, designed to complement one another, reflecting current fashion trends in home furnishing under the umbrella of Classics with a Modern Perspective. Our vertical integration is a competitive advantage for us. Our North American manufacturing and logistics operations are an integral part of an overall strategy to maximize production efficiencies and maintain this competitive advantage.

Talent. As of March 31, 2024, our employee count totaled 3,448, with 2,408 employees in our wholesale segment and 1,040 in our retail segment. Compared to a year ago, our wholesale segment headcount is down 12.2% while our retail segment is 3.1% lower. Our employee count decreased 8.0% during fiscal 2024, reflective of manufacturing efficiencies gained through the use of technology combined with reduced production from lower available backlog and a decline in incoming written orders. Our retail segment headcount decreased 3.2% during fiscal 2024 as we continue to streamline administrative workflows while seeking to ensure the ability to offer interior design services.

Fiscal 2024 Third Quarter in Review (1). We maintained a robust balance sheet, a strong gross margin and a double-digit operating margin despite challenging economic conditions, including ongoing elevated inflation and interest rates, which continue to impact the home furnishings industry. We remain cautiously optimistic as we believe that the strength and stability of our balance sheet has us well positioned to maximize our vertically integrated structure in anticipation of a better macroeconomic environment in the future. We believe the strong value proposition of our current assortment of products along with the addition of several new products recently introduced will complement the wide array of custom home furnishings Ethan Allen has to offer.

We ended the quarter with cash, cash equivalents and investments of $181.1 million and no outstanding debt. Continuing our history of returning capital to shareholders, our Board declared a regular quarterly cash dividend of $0.36 per share, which was paid on February 22, 2024. Consolidated net sales of $146.4 million were down 21.4% compared with a year ago primarily due to a decline in delivered unit volume from lower available backlog and reduced production from slowing demand combined with lower design center traffic and contract sales. Retail written orders were down 8.6% compared with a year ago while wholesale written orders declined 14.6%. A strong consolidated gross margin of 61.3% was due to a change in sales mix, lower raw material input costs, reduced headcount, lower fuel costs and leveraging investments in technology partially offset by lower unit volume sales and higher sales of designer floor samples. Our adjusted operating margin of 10.0% was driven by disciplined cost control initiatives. Adjusted diluted earnings per share was $0.48 compared with $0.86 a year ago. Cash generated from operations totaled $23.7 million, compared to $33.4 million in the prior year quarter driven primarily due to the decrease in net sales.

(1) Refer to the Reconciliation of Non-GAAP Financial Measures section within the MD&A for the reconciliation of GAAP to adjusted key financial metrics.

Key Operating Metrics

A summary of our key operating metrics is presented in the following table (in millions, except per share data).

(1) Refer to the Reconciliation of Non-GAAP Financial Measures section within the MD&A for the reconciliation of GAAP to adjusted key financial metrics.

The following table shows our design center information.

Results of Operations

For an understanding of the significant factors that influenced our financial performance during the three and nine months ended March 31, 2024 and 2023, respectively, the following discussion should be read in conjunction with the consolidated financial statements and related notes presented in this Quarterly Report on Form 10-Q.

(in thousands)

Consolidated Net Sales

Consolidated net sales for the three months ended March 31, 2024 decreased $39.9 million or 21.4% compared to the prior year quarter due to an 18.8% reduction in retail sales through our Company-operated design centers and a decline of 21.3% in wholesale net shipments. Our consolidated net sales were impacted by a decline in delivered unit volume, a challenging consumer environment that led to lower incoming written orders, a difficult prior year comparative period, lower design center traffic partially due to adverse winter weather events in January 2024 and reduced available backlog.

Consolidated net sales for the nine months ended March 31, 2024 decreased $126.4 million or 20.9% compared to the prior year period primarily due to a 21.9% reduction in retail sales through our Company-operated design centers and a decline of 16.5% in wholesale net shipments. Consolidated net sales in the prior year were historically high as we benefited from delivery of significant backlog driven by heightened demand in prior periods.

Wholesale Net Sales

Wholesale net sales for the three months ended March 31, 2024 decreased $24.4 million or 21.3% compared to the prior year quarter due to decreases in intersegment sales to our Company-operated design centers, sales to our independent dealers and contract sales. The decrease in sales primarily reflects a decline in delivered unit volume as the significant backlog built up in prior periods returns to pre-pandemic levels. Additionally, volume in the third quarter of fiscal 2024 was negatively impacted by winter weather events in January and the continued challenging consumer environment. Excluding intersegment sales to our retail segment, wholesale net sales decreased 32.7% compared to the prior year quarter. Our international sales, which represent 2.2% of total wholesale net sales, decreased from lower net sales to our international retailers in Southeast Asia and the Middle East partially offset by an increase in sales to China. Our contract sales, including shipments to the U.S. government General Services Administration (“GSA”) decreased due to lower available backlog, timing of purchases and slowdown in government spending.

Wholesale net sales for the nine months ended March 31, 2024 decreased $55.2 million or 16.5% compared to the prior year period primarily from a decline in delivered volume as a result of lower incoming written orders. Excluding intersegment sales to our retail segment, wholesale net sales decreased 15.9% compared to the prior year. Our international sales, which represent 2.0% of total wholesale net sales during fiscal 2024, were down 4.2% compared to the prior year due to a reduction in net sales to our international retailers in Southeast Asia and the Middle East partially offset by an increase in sales to China. Our contract sales, including shipments to the GSA decreased by 19.9% primarily from lower incoming orders.

Wholesale written orders, which represent orders booked through all of our channels, were down 14.6% for the three months ended March 31, 2024 compared to the prior year quarter. The decline in wholesale written orders is a result of the softening in the home furnishings market, ongoing inflationary pressures, high interest rates, a slow housing market, elevated designer floor sample sales at Retail, adverse winter weather and a slower contract business. Orders from our independent U.S. retail network decreased 11.1% while orders from our intersegment Company-operated design centers were down 8.6% and our contract orders were down 57.3%. These decreases were partially offset by an 8.7% increase in orders from our international retailers, mostly from China.

Wholesale written orders for the nine months ended March 31, 2024 were down 14.0% compared to the prior year period. Our independent U.S. retail network orders were down 10.0%, orders from our intersegment Company-operated design centers were down 12.5% and our contract orders were down 32.5% partially offset by an increase of 9.5% for our international retailers. The year-to-date decline in written orders is primarily a result of a pullback on discretionary home-related spending and a difficult prior year comparison.

Wholesale backlog was $57.7 million as of March 31, 2024, down 21.3% from a year ago; however it is more reflective of historical norms and pre-pandemic levels. The number of weeks of wholesale backlog as of March 31, 2024 was down compared to last year as we improved our delivery times during fiscal 2024 with notable improvements seen across each product category.

Retail Net Sales

Net sales from Company-operated design centers for the three months ended March 31, 2024 decreased $28.3 million or 18.8% compared to the prior year quarter. There was an 18.5% decrease in net sales within the U.S., while net sales from our Canadian design centers decreased 26.9%. The decline in retail net sales was primarily from a decline in delivered unit volume combined with less incoming written orders, lower available backlog, lower average ticket price, winter weather events in January which caused reduced design center traffic and decreased premier home delivery revenue partially offset by higher designer floor sample sales and a reduction in sales returns.

Net sales from Company-operated design centers for the nine months ended March 31, 2024 decreased $110.9 million or 21.9% compared to the prior year period. There was a 22.2% decrease in net sales within the U.S., while net sales from our Canadian design centers decreased 8.1%. The decline in retail net sales within the U.S. was primarily from a decline in delivered unit volume as a result of lower manufacturing levels, combined with lower written orders and decreased premier home delivery revenue partially offset by higher designer floor sample sales.

Retail written orders for the three months ended March 31, 2024 decreased 8.6% compared with the prior year period due to the continued softening of home-related spending, reduced design center traffic, high interest rates, ongoing inflationary pressure and a slow housing market partially offset by higher designer floor sample sales and strong promotional activity, including extended financing terms that led to increased demand. For the nine months ended March 31, 2024, retail written orders were down 10.4% year over year as weaker traffic, inflationary pressure, and elevated interest rates contributed to the softening of consumer interest in home furnishings.

To help drive traffic and related business to our retail design centers, we hosted grand reopening celebrations during fiscal 2024, unveiling the repositioning of our retail network as an Interior Design Destination offering guests a chance to view new products, meet each location’s interior designers and experience the newly refreshed and reimagined design centers. We also utilized extended financing terms over select promotional periods, which helped drive traffic and business around holidays. As of March 31, 2024, there were 141 Company-operated design centers compared to 139 in the prior year, with new locations in The Villages, Florida and Avon, Ohio and a relocation of our Manhattan (New York, New York) design center.

Consolidated Gross Profit and Margin

Consolidated gross profit for the three months ended March 31, 2024 decreased $21.7 million or 19.5% compared to the prior year quarter due to sales declines within both our wholesale and retail segments, including lower delivered unit volume, and a decrease in average retail ticket price partially offset by an improved consolidated gross margin. Wholesale gross profit decreased 29.3% primarily due to a 21.3% decline in sales and a lower gross margin driven by reduced production levels. Retail gross profit decreased 19.4% due to the 18.8% decrease in net shipments, combined with a decrease in average ticket price and a lower retail gross margin driven by higher sales of designer floor samples.

Consolidated gross profit for the nine months ended March 31, 2024 decreased $74.6 million or 20.4% compared to the prior year period due to sales declines within both our wholesale and retail segments, lower delivered unit volume and a decrease in average ticket price. These decreases were partially offset by an increase in our consolidated gross margin and a favorable product mix. Wholesale gross profit decreased 17.3% primarily due to a 16.5% reduction in net sales. Retail gross profit decreased 22.4% primarily due to the 21.9% decrease in net shipments, a lower average ticket price and elevated sales of designer floor samples which led to a lower retail gross margin.

Consolidated gross margin for the three months ended March 31, 2024 was 61.3% compared to 59.9% in the prior year quarter. The 140-basis point increase in consolidated gross margin was primarily from a change in sales mix, lower manufacturing input costs, reduced headcount, improved premier home delivery margin and leveraging investments in technology partially offset by deleveraging from lower unit volume, lower manufacturing production and higher sales of designer floor samples. Our sales mix, which represents the percentage of retail sales compared to total consolidated sales, increased to 83.7% in the current year third quarter, up from 81.0% in the prior year, which positively impacted our consolidated gross margin. The decrease in our wholesale gross margin was driven by reduced manufacturing production, which led to higher plant manufacturing variances, combined with inflationary pressure on labor partially offset by lower raw material and fuel costs and reduced headcount. As a result of the decline in incoming written orders and lower available backlog, we reduced our manufacturing headcount and production levels. Retail gross margin was slightly lower than a year ago due to elevated sales of designer floor samples, a lower average ticket price, a change in the product mix and higher financing costs partially offset by an improved premier home delivery margin.

Consolidated gross margin for the nine months ended March 31, 2024 was 60.8% comparable with 60.5% in the prior year period. Both our wholesale segment gross margin and retail segment gross margin remained comparable to the prior year period. Retail sales, as a percentage of total consolidated sales, were 82.8% in the current year period, down from 83.8% in the prior year, which negatively affected our consolidated gross margin. This negative impact was offset by lower manufacturing input costs and reduced headcount.

SG&A Expenses

(in thousands)

SG&A expenses for the three months ended March 31, 2024 decreased $8.0 million or 9.6% primarily due to lower selling expenses from less delivered net sales and a reduction in general and administrative costs. Consolidated selling expenses were down 15.3% while general and administrative costs decreased 1.0%. When expressed as a percentage of sales, SG&A expenses were 51.4% compared to 44.7% in the prior year quarter, an increase of 670 basis points driven by lower sales volume relative to fixed costs. SG&A expenses were down 9.6% while consolidated net sales decreased 21.4%, which led to a decrease in operating leverage.

Retail selling expenses were down 11.8% due to lower designer variable compensation and delivery costs from the 18.8% decrease in retail net sales partially offset by increased advertising. Wholesale selling expenses, which includes our logistics operation, were down 24.8% primarily from a 19.8% decrease in wholesale units shipped, lower freight costs (including fuel), and less outgoing distribution costs combined with reduced headcount and less merchandising sample costs partially offset by increased software and web-development spend. Our consolidated advertising expenses during the third quarter of fiscal 2024 represented 3.4% of net sales, up from 2.2% a year ago due to additional direct mail campaigns. Consolidated general and administrative expenses decreased 1.0% primarily due to lower employee compensation from reduced headcount and less professional fees partially offset by higher retail occupancy costs, including rent from our new design centers, and increased employee benefit costs.

SG&A expenses for the nine months ended March 31, 2024 decreased $27.6 million or 10.5% primarily due to lower selling expenses from less sales. Consolidated selling expenses were down 16.9% while general and administrative costs decreased 0.2%. When expressed as a percentage of sales, SG&A expenses were 49.1% compared to 43.4% in the prior year period, a decrease of 570 basis points driven by lower sales relative to fixed costs. SG&A expenses were down 10.5% while consolidated net sales decreased 20.9%, which led to the decrease in our operating leverage.

Retail selling expenses were down 16.4% due to lower designer variable compensation and reduced delivery costs from the 21.9% decrease in retail net sales. Wholesale selling expenses were down 18.3% from lower freight costs (including fuel), a decrease in wholesale units shipped and reduced headcount and less advertising costs partially offset by an increase in technology spend. Consolidated advertising costs decreased 14.0% during the first nine months of fiscal 2024, but increased 20 basis points to 2.5% of net sales. Consolidated general and administrative expenses decreased 0.2% due to additional costs incurred for the design center projection refreshes and higher retail occupancy expenses from the addition of two new design centers in the last twelve months partially offset by lower employee compensation, including annual incentive compensation, and less professional fees. As part of our fiscal 2024 design center refresh initiative as the Interior Design Destination, we incurred incremental expenditures for new product swatches, samples, floor displays, painting, lighting and flooring.

Compared to a year ago, our consolidated headcount is down 9.6% or 368 associates (335 wholesale and 33 retail) as we continue to identify operational efficiencies and leverage the use of technology to streamline workflows to help reduce our human capital costs throughout our vertically-integrated enterprise.

Restructuring and other charges, net of gains

We recorded a gain of $0.8 million within Restructuring and other charges, net of gains during the three months ended March 31, 2024 compared to a gain of $0.5 million for the prior year period. The current year third quarter included a gain of $0.7 million from the amortization of the deferred liability generated from the sale-leaseback transaction completed on August 1, 2022 as well as $0.1 million in additional insurance proceeds received for the Vermont flood. In the year ago third quarter we recorded a $0.7 million gain related to the amortization of the deferred liability generated from the sale-leaseback transaction partially offset by $0.2 million of severance costs.

Restructuring and other charges, net of gains for the nine months ended March 31, 2024, was a $0.5 million charge compared to a gain of $2.7 million in the prior year period. Fiscal 2024 restructuring charge of $0.5 million related primarily to the $2.2 million net loss incurred from the damage sustained in the July 2023 Vermont flooding and severance costs of $0.2 million partially offset by a $1.9 million gain related to the amortization of the above-mentioned deferred liability generated from the sale-leaseback transaction. Vermont flood losses incurred from the disposal of damaged inventory, inoperable machinery equipment from water damage, facility cleanup, and restoration, were $2.2 million, net of insurance recoveries and grant proceeds. In the prior year period, we recognized a gain of $3.6 million on the sale-leaseback transaction partially offset by severance costs of $0.9 million.

Consolidated Operating Income

Consolidated operating income for the three months ended March 31, 2024 decreased $13.5 million or 46.8% and as a percentage of net sales was 10.5%, compared to 15.5% in the prior year quarter. Adjusted operating income, which excludes restructuring and other charges, net of gains was $14.6 million, or 10.0% of net sales compared with $28.3 million, or 15.2% of net sales in the prior year quarter. The decrease in operating income was driven primarily by lower consolidated net sales partially offset by gross margin expansion and lower operating expenses. We remain focused on a disciplined approach to cost savings and expense control in a declining net sales environment, which helped mitigate the impact of the reduction in consolidated net sales.

Consolidated operating income for the nine months ended March 31, 2024 decreased $50.1 million or 47.5% and as a percentage of net sales was 11.6%, compared to 17.5% in the prior year period. Adjusted operating income, which excludes restructuring and other charges, net of gains was $55.9 million, or 11.7% of net sales compared with $102.9 million, or 17.0% of net sales in the prior year period. The decrease in operating income was driven primarily by lower consolidated net sales partially offset by lower operating expenses.

Wholesale Operating Income

Wholesale operating income for the three months ended March 31, 2024 was $11.2 million or 12.5% of net sales compared with $18.8 million or 16.5% in the prior year quarter. Adjusted operating income, which excludes restructuring and other charges, net of gains, was $11.1 million or 12.4% of net sales compared with $19.0 million or 16.6% of net sales in the prior year quarter. The decrease in adjusted wholesale operating income was driven primarily by the 21.3% decline in wholesale net sales and the decline in wholesale gross margin partially offset by an 18.7% reduction in wholesale SG&A expenses.

Wholesale operating income for the nine months ended March 31, 2024 was $36.4 million or 13.0% of net sales compared with $48.8 million or 14.6% in the prior year period. Adjusted operating income, which excludes restructuring and other charges, net of gains, was $38.8 million or 13.9% of net sales compared with $49.0 million or 14.6% of net sales in the prior year period. The decrease in adjusted wholesale operating income was driven primarily by the 16.5% decline in wholesale net sales partially offset by the 14.6% reduction in wholesale SG&A expenses.

Retail Operating Income

Retail operating income for the three months ended March 31, 2024 was $2.3 million, or 1.9% of sales, compared with $12.6 million, or 8.3% of sales in the prior year quarter. Adjusted retail operating income, which excludes restructuring and other charges, net of gains was $1.6 million or 1.3% of net sales compared with $11.9 million or 7.9% of net sales in the prior year quarter. The decrease in adjusted retail operating income is driven primarily by the 18.8% decrease in retail net sales partially offset by the 6.4% reduction in retail SG&A expenses.

Retail operating income for the nine months ended March 31, 2024 was $14.4 million, or 3.6% of sales, compared with $52.7 million, or 10.4% of sales in the prior year period. Adjusted retail operating income, which excludes restructuring and other charges, net of gains was $12.5 million or 3.2% of net sales compared with $49.9 million or 9.8% of net sales in the prior year period. The decrease in adjusted retail operating income is driven primarily by the 21.9% decrease in retail net sales partially offset by the 9.1% reduction in retail SG&A expenses.

Income Tax Expense

(in thousands)

Income tax expense for the three months ended March 31, 2024 was $4.3 million compared with $7.5 million in the prior year third quarter due to the $12.6 million decrease in income before income taxes as our consolidated effective tax rate was 25.1% in both periods.

Income tax expense for the nine months ended March 31, 2024 was $15.4 million compared with $27.4 million in the prior year due to the $47.0 million decrease in income before income taxes as our consolidated effective tax rate was 25.4% in both periods. Our effective tax rates vary from the 21% federal statutory rate primarily due to state taxes.

Net Income

Net income for the three months ended March 31, 2024 was $13.0 million compared with $22.4 million in the prior year period. Adjusted net income, which removes the after-tax impact of restructuring and other charges, net of gains was $12.4 million, down 43.7% from the prior year period. The decrease in net income and adjusted net income was driven by the $39.9 million decrease in consolidated net sales partially offset by gross margin expansion of 140-basis points combined with lower operating expenses.

Net income for the nine months ended March 31, 2024 was $45.3 million compared with $80.4 million in the prior year period. Adjusted net income, which removes the after-tax impact of restructuring and other charges, net of gains was $45.7 million, down 41.8% from the prior year period. The decrease in net income and adjusted net income was driven by the $126.4 million reduction in consolidated net sales partially offset by lower operating expenses.

Diluted EPS

Diluted EPS for the three months ended March 31, 2024 was $0.50 compared with $0.87 per diluted share in the prior year period. Adjusted diluted EPS was $0.48, down 44.2% compared with the prior year period. The decrease in diluted EPS and adjusted diluted EPS was primarily due to lower consolidated net sales partially offset by gross margin expansion and lower operating expenses.

Diluted EPS for the nine months ended March 31, 2024 was $1.77 compared with $3.14 per diluted share in the prior year period. Adjusted diluted EPS was $1.78, down 42.0% compared with the prior year period primarily due to lower sales partially offset by lower operating expenses.

Reconciliation of Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures, including adjusted operating income and margin, adjusted wholesale operating income and margin, adjusted retail operating income and margin, adjusted net income and adjusted diluted earnings per share. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below.

These non-GAAP measures are derived from the consolidated financial statements but are not presented in accordance with GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in our industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to assess progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

The following tables below show a reconciliation of non-GAAP financial measures used in this filing to the most directly comparable GAAP financial measures.

(in thousands, except per share amounts)

* Adjustments to reported GAAP financial measures including operating income and margin, net income and diluted EPS have been adjusted by the following (in thousands):

(1) Calculated using a rate of 25.3% in both current and prior year.

Liquidity

Our sources of liquidity include cash, cash equivalents, investments, cash generated from operations and amounts available under our credit facility. We believe these sources remain adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, invest in capital expenditures and fulfill other cash requirements for day-to-day operations and contractual obligations. We are committed to maintaining a strong balance sheet in order to weather difficult industry conditions, as we continue to monitor our liquidity closely during this period of lower demand combined with high interest rates, market uncertainty and elevated inflationary pressures.

Our available liquidity as of March 31, 2024 and June 30, 2023 are summarized below (in thousands).

(1) Our long-term investments in U.S. Treasury notes are classified as non-current as they have stated maturities between one and two years.

As of March 31, 2024, we had working capital of $170.2 million compared to $196.4 million at June 30, 2023 and a current ratio of 2.1 at March 31, 2024, comparable to 2.2 at June 30, 2023 and 2.0 a year ago. Our non-U.S. subsidiaries held $3.5 million in cash and cash equivalents at March 31, 2024, which we have determined to be indefinitely reinvested.

Summary of Cash Flows

At March 31, 2024, we held cash and cash equivalents of $63.9 million compared with $62.1 million at June 30, 2023. Cash and cash equivalents aggregated to 8.6% of our total assets at March 31, 2024 compared with 8.3% at June 30, 2023. In addition to cash and cash equivalents of $63.9 million, we had investments of $117.2 million at March 31, 2024 compared with $110.6 million at June 30, 2023. Our investments at March 31, 2024 are within U.S. Treasury bills and notes, which we expect will further enhance our returns on excess cash. Our U.S. Treasury bills total $82.4 million and have maturities of less than one year while our U.S. Treasury notes total $34.9 million and have maturities within one and two years.

Our cash and cash equivalents increased $1.7 million or 2.8% during the first nine months of fiscal 2024 due to net cash provided by operating activities of $54.0 million partially offset by $40.3 million in cash dividends paid, capital expenditures of $7.5 million, $2.6 million net purchases of investments and $2.2 million in taxes paid related to net share settlement of vested RSUs and PSUs.

The following table illustrates the main components of our cash flows (in millions).

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Cash Provided by Operating Activities

We generated $54.0 million in cash from operating activities during the first nine months of fiscal 2024, a decrease from $74.4 million in the prior year period primarily due to lower net income partially offset by improvements in net working capital. Restructuring payments made during fiscal 2024 were $0.9 million compared to $1.0 million in the prior year and related primarily to the Orleans flood restoration services and severance. Net working capital improved due to lower inventory carrying levels combined with a decrease in accounts receivable from strong cash collections and lower contract sales. Our inventory decreased $4.7 million since June 30, 2023 as we restore our operating inventory levels to more historical levels as backlog declines. These working capital improvements were partially offset by a smaller reduction in customer deposits, reflecting reduced backlog and lower incoming orders.

Cash Used in Investing Activities

Cash used in investing activities was $10.1 million during the first nine months of fiscal 2024 compared with cash used of $85.6 million in the comparable prior year. During fiscal 2024, we had $2.6 million of net purchases of investments, which related to $77.3 million of short-term U.S. treasuries that matured during the fiscal year and the subsequent reinvestment totaling $79.9 million. The prior year period included $83.0 million of purchases of investments, net of proceeds from sales of investments as we significantly increased our investment balance to further enhance our return on excess cash. In addition, the prior year included $8.1 million in proceeds received from the sale-leaseback transaction completed in August 2022. Capital expenditures during fiscal 2024 were $7.5 million compared with $10.7 million in the prior year period. Current year capital expenditures related primarily to design center openings and improvements, manufacturing equipment replacement within our Orleans, Vermont plant due to the flood damage caused and investments in technology. Capital expenditures a year ago were higher as we incurred additional costs related to efficiency and safety upgrades to our manufacturing plants.

Cash Used in Financing Activities

Cash used in financing activities was $42.3 million in the current year, an increase from $38.3 million in the prior year period primarily due to the 12.5% increase in dividend payments from $0.32 to $0.36 per share, effective May 2023. A special cash dividend of $0.50 per share was paid in both the current and prior year periods. In addition, there was an increase in taxes paid during the current fiscal year for the net share settlement of equity awards. During fiscal 2024, a total of 67,824 shares valued at $2.1 million were repurchased from employees to satisfy their withholding tax obligations upon vesting of RSUs and PSUs. This compared to $0.8 million repurchased for tax obligations upon vesting of RSUs and PSUs in the prior year period.

Restricted Cash

We present restricted cash as a component of total cash and cash equivalents on our consolidated statements of cash flows and within Other assets on our consolidated balance sheets. At March 31, 2024 and June 30, 2023, we held $0.4 million and $0.5 million, respectively, of restricted cash related to our insurance captive.

Exchange Rate Changes

Due to changes in exchange rates, our cash and cash equivalents were increased by $0.1 million during the first nine months of fiscal 2024 compared with a less than $0.1 million in the prior year period. These changes had an immaterial impact on our cash balances held in Canada, Mexico and Honduras.

Capital Resources, including Material Cash Requirements

Sources of Liquidity

Capital Needs. On January 26, 2022, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent and syndication agent and Capital One, National Association, as documentation agent. The Credit Agreement amended and restated the Second Amended and Restated Credit Agreement, dated as of December 21, 2018, as amended. The Credit Agreement provides for a $125 million revolving credit facility (the “Facility”), subject to borrowing base availability, with a maturity date of January 26, 2027. The Credit Agreement also provides us with an option to increase the size of the Facility up to an additional amount of $60 million. Availability under the Facility fluctuates according to a borrowing base calculated on eligible accounts receivable and inventory, net of customer deposits and reserves. The Facility includes covenants that apply under certain circumstances, including a fixed-charge coverage ratio requirement that applies when excess availability under the credit line is less than certain thresholds. As of March 31, 2024, we were not subject to the fixed-charge coverage ratio requirement, had no borrowings outstanding under the Facility, were in compliance with all other covenants and had borrowing availability of $121.0 million of the $125.0 million credit commitment. We incurred financing costs of $0.5 million during fiscal 2022, which are being amortized as interest expense over the remaining life of the Facility using the effective interest method.

Letters of Credit. At both March 31, 2024 and June 30, 2023, there was $4.0 million of standby letters of credit outstanding under the Facility.

Uses of Liquidity

Capital Expenditures. Capital expenditures during the first nine months of fiscal 2024 totaled $7.5 million compared with $10.7 million in the prior year period. The current year capital expenditures primarily related to $4.3 million for retail design center openings, renovations and floor projection updates and $2.8 million to further improve our manufacturing facilities, including a focus on efficiency and safety, as well as to replace equipment damaged in the Orleans, Vermont flood.

We have no material contractual commitments outstanding for future capital expenditures and anticipate that cash from operations will be sufficient to fund future capital expenditures.

Dividends. Our Board has sole authority to determine if and when we will declare future dividends and on what terms. We have a history of returning capital to shareholders and continued this practice during fiscal 2024 by paying a special dividend of $0.50 per share in addition to regular quarterly dividends of $0.36 per share. During the first nine months of fiscal 2024, we paid total cash dividends of $40.3 million, up from $37.2 million a year ago as the regular quarterly dividend was increased by 12.5% in May 2023.

We have paid a special cash dividend each of the past three years and paid an annual cash dividend every year since 1996. Although we expect to continue to declare and pay comparable quarterly cash dividends for the foreseeable future, the payment of future cash dividends is within the discretion of our Board of Directors and will depend on our earnings, operations, financial condition, capital requirements and general business outlook, among other factors. Our credit agreement also includes covenants that includes limitations on our ability to pay dividends.

Share Repurchase Program. There were no share repurchases under our existing multi-year share repurchase program (the “Share Repurchase Program”) during the first nine months of fiscal 2024 or 2023. At March 31, 2024, we had a remaining Board authorization to repurchase 2,007,364 shares of our common stock pursuant to our Share Repurchase Program. The timing and amount of any future share repurchases in the open market and through privately negotiated transactions will be determined by the Company’s officers at their discretion and based on a number of factors, including an evaluation of market and economic conditions while also maintaining financial flexibility.

Material Cash Requirements from Contractual Obligations.

Fluctuations in our operating results, levels of inventory on hand, operating lease commitments, the degree of success of our accounts receivable collection efforts, the timing of tax and other payments, the rate of written orders and net sales, levels of customer deposits on hand, as well as necessary capital expenditures to support growth of our operations will impact our liquidity and cash flows in future periods. The effect of our contractual obligations on our liquidity and capital resources in future periods should be considered in conjunction with the factors mentioned here. As disclosed in our 2023 Annual Report on Form 10-K, as of June 30, 2023, we had total contractual obligations of $199.1 million, including $152.4 million related to operating lease commitments and $29.2 million of open purchase orders. Except for $24.5 million in operating lease payments made to our landlords and $16.9 million of operating lease assets obtained in exchange for $16.9 million of operating lease liabilities during the first nine months of fiscal 2024, there were no other material changes in our contractual obligations as previously disclosed in our 2023 Annual Report on Form 10-K.

Other Arrangements

We do not utilize or employ any other arrangements in operating our business. As such, we do not maintain any retained or contingent interests, derivative instruments or variable interests which could serve as a source of potential risk to our future liquidity, capital resources and results of operations.

Significant Accounting Policies

We describe our significant accounting policies in Note 3, Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included in our 2023 Annual Report on Form 10-K. There have been no changes in our significant accounting policies during the first nine months of fiscal 2024 from those disclosed in our 2023 Annual Report on Form 10-K.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with GAAP. In some cases, these principles require management to make difficult and subjective judgments regarding uncertainties and, as a result, such estimates and assumptions may significantly impact our financial results and disclosures. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We base our estimates on currently known facts and circumstances, prior experience and other assumptions we believe to be reasonable. We use our best judgment in valuing these estimates and may, as warranted, use external advice. Actual results could differ from these estimates, assumptions, and judgments and these differences could be significant. We make frequent comparisons throughout the year of actual experience to our assumptions to reduce the likelihood of significant adjustments and will record adjustments when differences are known.

We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the first nine months of fiscal 2024 from those disclosed in our 2023 Annual Report on Form 10-K.

Recent Accounting Pronouncements

See Note 3, Recent Accounting Pronouncements, to the consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements, including the expected dates of adoption.

In the normal course of business, we are exposed to the following market risks, which could impact our financial position and results of operations.

Interest Rate Risk

Debt

Interest rate risk exists primarily through our borrowing activities. Short-term debt, if required, is used to meet working capital requirements and long-term debt, if required, is generally used to finance long-term investments. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. While we had no fixed or variable rate borrowings outstanding at March 31, 2024, we could be exposed to market risk from changes in risk-free interest rates if we incur variable rate debt in the future as interest expense will fluctuate with changes in the Secured Overnight Financing Rate (“SOFR”). Based on our current and expected levels of exposed liabilities, we estimate that a hypothetical 100 basis point change (up or down) in interest rates based on one-month SOFR would not have a material impact on our results of operations and financial condition.

Cash, Cash Equivalents and Investments

The fair market value of our cash and cash equivalents at March 31, 2024 was $63.9 million while our investments totaled $117.2 million. Our cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or less and are reported at fair value. Our investments consist of U.S. treasuries with maturities ranging up to two years and are reported at fair value based on observable inputs. Our primary objective for holding available-for-sale securities is to achieve appropriate investment returns consistent with preserving principal and managing risk. Pursuant to our established investment policy guidelines, we try to achieve high levels of credit quality, liquidity and diversification. At any time, a sharp rise in market interest rates could have an impact on the fair value of our available-for-sale securities portfolio. Conversely, declines in interest rates, including the impact from lower credit spreads, could have an adverse impact on interest income for our investment portfolio. However, because of our investment policy and the nature of our investments, our financial exposure to fluctuations in interest rates is expected to remain low. We do not believe that the value or liquidity of our cash equivalents and investments have been materially impacted by current market events. Our available-for-sale securities are held for purposes other than trading and are not leveraged as of March 31, 2024. We monitor our interest rate and credit risks and believe the overall credit quality of our portfolio is strong. It is anticipated that the fair market value of our cash equivalents and investments will continue to be immaterially affected by fluctuations in interest rates.

Foreign Currency Exchange Risk

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

The financial statements of our foreign locations are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in accumulated other comprehensive (loss) income as a component of shareholders’ equity. Foreign exchange gains or losses resulting from market changes in the value of foreign currencies did not have a material impact during any of the fiscal periods presented in this Annual Report on Form 10-K.

A hypothetical 10% weaker U.S. dollar against all foreign currencies at March 31, 2024 would have had an immaterial impact on our consolidated results of operations and financial condition. We currently do not engage in any foreign currency hedging activity and have no intention of doing so in the foreseeable future.

Duties and Tariffs Market Risk

We are exposed to market risk with respect to duties and tariffs assessed on raw materials, component parts, and finished goods we import into countries where we operate. Additionally, we are exposed to duties and tariffs on our finished goods that we export from our assembly plants to other countries. As these tariffs and duties increase, we determine whether a price increase to our customers to offset these costs is warranted. To the extent that an increase in these costs would have a material impact on our results of operations, we believe that our competitors would experience a similar impact.

Raw Materials and Other Commodity Price Risk

We are exposed to market risk from changes in the cost of raw materials used in our manufacturing processes, principally logs, lumber, plywood, fabric and foam products. The cost of foam products, which are petroleum-based, is sensitive to changes in the price of oil. We are also exposed to risk with respect to transportation costs for delivering our products, including the cost of fuel. As commodity prices and transportation costs remain volatile and, in some cases, rise, we determine whether a price increase to our customers to offset these costs is warranted. To the extent that an increase in these costs would have a material impact on our results of operations, we believe that our competitors would experience a similar impact.

Inflation Risk

Our results of operations and financial condition are presented based on historical cost. We believe any material inflationary impact on our product and operating costs would be partially offset by our ability to increase selling prices, create operational efficiencies and seek lower cost alternatives. During fiscal 2024, a period marked by ongoing high inflation, we have been able to reduce certain manufacturing input costs by identifying lower cost alternatives in raw materials as well as implemented operational efficiencies, including reduced headcount, which have helped to minimize the impact of high inflation.

Commercial Real Estate Market Risk

We have potential exposure to market risk related to conditions in the commercial real estate market. As of March 31, 2024, there were 141 Company-operated retail design centers, of which 49 are owned and 92 are leased. Our retail segment real estate holdings could suffer significant impairment in value if we are forced to close design centers and sell or lease the related properties during periods of weakness in certain markets. We are also exposed to risk related to conditions in the commercial real estate rental market with respect to the right-of-use assets we carry on our balance sheet for leased design center locations and warehouse and distribution facilities. At March 31, 2024, the unamortized balance of such right-of-use assets totaled $114.0 million. Should we have to close or otherwise abandon one of these leased locations, we could incur additional impairment charges if rental market conditions do not support a fair value for the right-of-use asset in excess of its carrying value.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chairman, President and Chief Executive Officer (“CEO”) and Senior Vice President, Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of March 31, 2024, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes during the first nine months of fiscal 2024 to the risk factors disclosed in our 2023 Annual Report on Form 10-K.