8-K

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): April 17, 2019

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

25 Lake Avenue Extension Danbury, CT	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))

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 Regulation FD Disclosure

On April 17, 2019, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) issued a press release announcing plans to further improve its manufacturing and logistics operations and cost structure by commencing an optimization initiative. A copy of the communication is being furnished as Exhibit 99.1 hereto and hereby incorporated by reference.

The information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

This release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the 1934 Act, which represent the Company's beliefs and assumptions concerning future events based on information currently available to its management. Such forward-looking statements are identified in this release and other related discussions incorporated herein by reference by use of forward-looking words such as "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "may", "continue", "project", "target", "outlook", "forecast", "guidance", 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 those matters discussed in "Item 1A - Risk Factors" of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018. 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. Ethan Allen forward-looking statements speak only as of the date of this release. Other than as required by law, the Company undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
99.1	Press release dated April 17, 2019, 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. (Registrant)
Date: April 17, 2019	By:	/s/ Corey Whitely
		Executive Vice President, Administration Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Ethan Allen Initiates Optimization of

Manufacturing and Logistics

DANBURY, CT – April 17, 2019 – Ethan Allen Interiors Inc. ("Ethan Allen" or the "Company") (NYSE: ETH) today announced plans to further improve its vertical integration operations with the following initiatives.

● The 550,000 sq. ft. Old Fort, NC plant, while maintaining a lumber processing facility, will be converted into a state-of-the-art distribution center to support the Company’s national distribution structure and growing U.S. government GSA contract business.

● Consolidating U.S. case goods manufacturing to Vermont. This involves consolidating approximately half of the case goods manufacturing at the Old Fort, NC plant into the Company’s case goods plants in Orleans and Beecher Falls, Vermont, which together have approximately 1.0 million sq. ft. of manufacturing space, with the balance of the Old Fort manufacturing to be consolidated into the Company’s other case goods manufacturing facilities.

● The Company’s U.S. upholstery manufacturing has previously been consolidated to our Maiden, NC campus where we have three plants totaling 714,000 sq. ft. We are in the process of expanding the campus with the addition of 80,000 sq. ft. at an investment of approximately $5.0 million.

● The distribution operations at the Company’s 250,000 sq. ft. Passaic, NJ facility will be moved to our operations in North Carolina and the art framing operations will be outsourced.

“These decisions are not easy, especially as they affect approximately 325 of our associates in Old Fort, NC and 55 associates in Passaic, NJ. I have had a personal close association with many of these associates for about forty years. They leave a legacy of fine artisanry, safety, and manufacturing leadership,” said Farooq Kathwari, Ethan Allen's Chairman, President, and CEO.

As a result of these initiatives, the Company expects to incur restructuring and other consolidation costs of approximately $7 million to $8 million, of which approximately 40% is expected to be non-cash asset impairment charges, primarily during the fourth quarter. In addition, the Company will also make related capital investments of approximately $8 million, which includes the expansion in Maiden, NC, over the next twelve months. The Company expects these changes will provide an opportunity to benefit gross profit by $5 million to $6 million during fiscal 2020 and beginning in fiscal 2021, after the completion of these initiatives, provide the opportunity for a 100 to 200 bps improvement to gross margin.

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About Ethan Allen

Ethan Allen Interiors Inc. (NYSE: ETH) is a leading interior design company and manufacturer and retailer of quality home furnishings. The company offers complimentary interior design service to its clients and sells a full range of furniture products and decorative accessories through ethanallen.com and a network of approximately 300 Design Centers in the United States and abroad. Ethan Allen owns and operates nine manufacturing facilities including six manufacturing plants and one sawmill in the United States plus one plant each in Mexico and Honduras. Approximately seventy-five percent of its products are made in its North American plants. For more information on Ethan Allen's products and services, visit www.ethanallen.com.

Media Contact:

Geri Moran

Director, Marketing and Public Relations

geri.moran@ethanallen.com

203.743.8374

Investor Relations Contact:
Corey Whitely
Executive Vice President, Administration
Chief Financial Officer and Treasurer
ir@ethanallen.com

Forward-Looking Information

This press release contains forward-looking statements within the meaning of 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 future results. Such forward-looking statements are identified in this press release and in documents incorporated herein by reference by use of forward-looking words such as "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "may", "continue", "project", "target", "outlook", "forecast", "guidance", 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. A number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements, including, those matters discussed in "Item 1A - Risk Factors" of the Company’s fiscal 2018 Form 10-K and elsewhere in this press release and its SEC filings. Accordingly, actual circumstances and results could differ materially from those contemplated by the forward-looking statements.

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 press release. Other than as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

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