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 2022 Annual Report on Form 10-K, Current Reports on Form
8-K and other filings with the Securities and Exchange Commission (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, investments, future economic performance, business
and industry and the effect of the novel coronavirus ("COVID-19") pandemic on
the business operations and financial results. 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," "COVID-19 impact," 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.



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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: a resurgence of COVID-19 and resulting containment measures could
negatively impact our ability to fulfill existing order backlog or cause changes
in consumer demand; a resurgence of COVID-19 could lead to temporary closures,
including our distribution centers; the Company may require additional funding
from external sources, which may not be available at the levels required, or may
cost more than expected; 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; an overall decline in the
health of the economy and consumer spending has in the past and may in the
future reduce consumer purchases of discretionary items; 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, and which could result in a decline in sales; 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 ability 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 United States 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; 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 2022 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 provide interior design service
to our clients and sell a full range of home furnishing products through a
retail network of design centers located throughout the United States and abroad
as well as online at ethanallen.com. Ethan Allen design centers represent a mix
of locations operated by independent licensees and Company-operated locations.
As of December 31, 2022, the Company operates 139 retail design centers; 135
located in the United States and four in Canada. Our independently operated
design centers are located in the United States, Asia, the Middle East and
Europe. We also own and operate ten manufacturing facilities, including four
manufacturing plants, one sawmill, one rough mill and a kiln dry lumberyard in
the United States, 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.



Business Model. Ethan Allen has a distinct vision of American style, rooted in
the kind of substance that we believe differentiates us from our competitors.
Our business model is to maintain continued 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) utilizing our website, ethanallen.com, as a key
marketing tool to drive traffic to our retail design centers.



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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES




Strategy. Our strategy emphasizes the aim to position Ethan Allen as an interior
design destination and a preferred brand offering products of superior style,
quality, and value to customers with a comprehensive, one-stop shopping solution
for their home furnishing and interior design needs. In carrying out our
strategy, we seek to constantly reinvent our projection and product offerings
through a diverse selection of attractively priced products, designed to
complement one another, reflecting current fashion trends in home decorating. We
seek to continuously monitor changes in home fashion trends through industry
events and fashion shows, internal market research, and regular communication
with our retailers and design center design professionals who provide valuable
input on consumer trends.



In December 2022 Ethan Allen celebrated 90 years of innovation at its 2022
Virtual Convention, which highlighted the Company's rich history in classic
style with a modern perspective, the service of its vertically integrated
manufacturing and logistics networks, the strengthening of the Company's retail
network and the importance of being an interior design destination. Our strategy
and focus will be on continuing to position ourselves as a premier interior
design destination and strengthening our vertically integrated structure through
talent and the use of technology within design centers, on the web, and
throughout manufacturing, logistics, and product development.



Talent. Our employees, which we refer to as associates, are dedicated to helping
each customer create a place that they will love to come home to everyday. We
operate our business with an entrepreneurial attitude, staying focused on
long-term growth, and treating our associates, vendors, and customers with
dignity and justice, which we believe is critical to remaining both profitable
and relevant amidst the constant changes taking place in the world. At December
31, 2022, our employee count totaled 3,943, with 2,863 employees in our
wholesale segment and 1,080 in our retail segment. We are pleased in the
continued strengthening of our teams and the performance of our associates
during fiscal 2023 while at the same time being able to reduce headcount through
operational efficiencies. Our employee count decreased 7.0% compared to June 30,
2022, with 120 less associates in retail and 176 less associates in our
wholesale segment.



Competitive Advantages. We believe our competitive advantages arise from:

? being a leading interior design destination offering a wide array of custom

made-to-order products across upholstery, case goods, and accent product

categories;

? having one of the world's largest interior design networks, combining talent


    with technology;


  ? our North American manufacturing workshops providing customization
    capabilities and high-quality products of the finest craftsmanship;

? our strong retail network, both of Company-operated locations and independent


    licensees;


  ? our logistics network of national distribution centers and retail home
    delivery centers providing white-glove home delivery service; and


  ? our continued ability to leverage our vertically integrated structure.




Fiscal 2023 Second Quarter in Review (1). We are pleased with our second quarter
performance, as we seek to continue delivering value to our shareholders,
despite operating in a challenging economic environment. We believe that these
results highlight the strengths of our vertically integrated enterprise as we
produced strong gross and operating margins. While written orders have declined
and returned to near pre-pandemic historical levels, our sales surpassed $200
million aided by our commitment to servicing our backlog and bringing it more
current. As economic and financial conditions have slowed and become more
uncertain, we remain cautiously optimistic that our initiatives have positioned
us to maximize our vertically integrated company.



On a year over year basis, our retail written orders were down 16.3%, but were
comparable to pre-pandemic levels. Backlogs were significantly reduced in the
quarter due to strong delivered sales and softening demand. With that said, our
backlog still remains approximately 50% higher than our pre-pandemic levels. Net
sales totaled $203.2 million, a decrease of 2.4% compared to the prior year
quarter. Both gross and operating margins increased compared to the prior year
quarter, with a consolidated gross margin of 61.0% and an adjusted operating
margin of 18.1% that led to adjusted diluted earnings per share growth of 15.8%
to $1.10. Margin expansion was primarily due to pricing actions taken in last 12
months, product mix, a reduction in inbound freight costs and disciplined cost
and expense control measures. Cash generated from operations totaled $2.5
million and we ended the quarter with cash on hand of $85.4 million and
short-term investments of $55.0 million. Inventory balances continued to
decrease as we sought to reduce our levels of inventory while also ensuring
appropriate levels are maintained to service our customer base. Reflecting the
continued strength of our balance sheet and strong history of returning capital
to shareholders, our Board declared a regular quarterly cash dividend of $0.32
per share, which was paid on January 4, 2023.



(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.




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Key Operating Metrics



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





                                          Three months ended                                                       Six months ended
                                             December 31,                                                            December 31,
                 2022      % of Sales     % Chg        2021      % of Sales     % Chg        2022      % of Sales     % of Chg        2021      % of Sales      % of Chg
Net sales       $ 203.2          100.0 %    (2.4 %)   $ 208.1          100.0 %    16.4 %    $ 417.7          100.0 %        7.0 %    $ 390.4          100.0 %       18.4 %
Gross profit    $ 124.0           61.0 %     1.4 %    $ 122.3           58.8 %    20.7 %    $ 253.6           60.7 %        9.6 %    $ 231.5           59.3 %       23.7 %
Operating
income          $  37.1           18.2 %     2.1 %    $  36.3           17.4 %    60.9 %    $  76.7           18.4 %       20.5 %    $  63.7           16.3 %       85.9 %
Adjusted
operating
income(1)       $  36.9           18.1 %    12.5 %    $  32.8           15.7 %    40.3 %    $  74.6           17.9 %       23.2 %    $  60.5           15.5 %       69.6 %
Net income      $  28.2           13.9 %     4.7 %    $  26.9           12.9 %    59.3 %    $  58.0           13.9 %       23.4 %    $  47.0           12.1 %       79.3 %
Adjusted net
income(1)       $  28.0           13.8 %    15.5 %    $  24.3           11.7 %    38.6 %    $  56.4           13.5 %       26.3 %    $  44.7           11.4 %       68.9 %
Diluted EPS     $  1.10                      4.8 %    $  1.05                     56.7 %    $  2.27            0.5 %       22.7 %    $  1.85                        77.9 %
Adjusted
diluted EPS(1)  $  1.10                     15.8 %    $  0.95                     37.7 %    $  2.21                        26.3 %    $  1.75                        66.7 %
Cash flow from
operating
activities      $   2.5                    (55.9 %)   $   5.7                    (75.9 %)   $  40.9                        80.3 %    $  22.7                       (65.6 %)
Adjusted
annualized
return on
equity(1)                                                                                      27.1 %                                   23.8 %
Wholesale
written orders                             (20.2 %)                                1.7 %                                  (12.9 %)                                   5.3 %
Retail written
orders                                     (16.3 %)                               (0.2 %)                                 (12.3 %)                                   3.1 %



(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.





                                             Fiscal 2023                                   Fiscal 2022
                               Independent      Company-                   

Independent Company-


                                retailers       operated        Total         retailers       operated        Total
Retail Design Center
activity:
Balance at July 1                       155           141           296               161           141           302
New locations                             1             1             2                 4             -             4
Closures                                  -            (3 )          (3 )              (4 )           -            (4 )
Transfers                                 -             -             -                 -             -             -
Balance at December 31                  156           139           295               161           141           302
Relocations (in new and
closures)                                 -             1             1                 -             -             -

Retail Design Center
geographic locations:
United States                            34           135           169                34           136           170
Canada                                    -             4             4                 -             5             5
China                                   105             -           105               109             -           109
Other Asia                               11             -            11                11             -            11
Middle East and Europe                    6             -             6                 7             -             7
Total                                   156           139           295    

          161           141           302




Results of Operations



For an understanding of the significant factors that influenced our financial
performance during the three and six months ended December 31, 2022 and 2021,
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)                         Three months ended                           Six months ended
                                          December 31,                                December 31,
                               2022          2021         % Change         2022          2021         % Change
Consolidated net sales       $ 203,161     $ 208,093           (2.4 %)   $ 417,691     $ 390,420            7.0 %
Wholesale net sales          $ 106,247     $ 115,921           (8.3 %)   $ 220,898     $ 225,369           (2.0 %)
Retail net sales             $ 171,763     $ 179,583           (4.4 %)   $ 355,421     $ 334,569            6.2 %

Consolidated gross profit    $ 124,020     $ 122,269            1.4 %    $ 253,636     $ 231,461            9.6 %
Consolidated gross margin         61.0 %        58.8 %                        60.7 %        59.3 %




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Consolidated Net Sales



Consolidated net sales for the three months ended December 31, 2022 decreased
$4.9 million or 2.4% compared to the prior year quarter primarily due to a
decline of 8.3% in wholesale net shipments combined with a 4.4% reduction in
retail sales through our Company-operated design centers. The prior year second
quarter was one of the largest historical second quarter results for net sales.
Compared to the second quarter of fiscal 2019, which is pre-pandemic and
reflective of historical norms, net sales for the three months ended December
31, 2022 were up 3.0%.



Consolidated net sales for the six months ended December 31, 2022 increased
$27.3 million or 7.0% compared to the prior year period due to retail sales
growth of 6.2% partially offset by lower wholesale shipments of 2.0%. Previous
constraints, including COVID-related shutdowns, labor disruptions, supply chain
challenges, shipping delays and raw material availability have eased in the last
12 months allowing us to maintain steady manufacturing productivity and reduce
the time to convert written orders to delivered shipments, which helped reduce
our existing wholesale order backlog by 36.0% compared to the prior year. Our
strategy remains focused on servicing and delivering our existing backlog at
December 31, 2022, which is approximately 50% higher than pre-pandemic levels.



Wholesale Net Sales



Wholesale net sales for the three months ended December 31, 2022 decreased $9.7
million or 8.3% compared to the prior year quarter due to a decrease in
intersegment sales to our Company-operated design centers, domestic dealers and
international sales partially offset by higher contract sales. Excluding
intersegment sales to our retail segment, wholesale net sales increased $2.9
million or 10.1% compared to the prior year quarter from higher contract sales,
including shipments to the United States government General Services
Administration ("GSA"). Our international net sales were down 48.8% compared to
the prior year quarter due to a reduction in net sales to China and Southeast
Asia as a result of the prolonged COVID-19 concerns within the region.



Wholesale net sales for the six months ended December 31, 2022 decreased $4.5
million or 2.0% compared to the prior year period primarily due to a reduction
in intersegment sales to our Company-operated design centers and lower shipments
to domestic and international dealers, which was partially offset by higher
contract sales. Excluding intersegment sales to our retail segment, wholesale
net sales increased 11.5% compared to the prior year period from higher contract
sales. Our international net sales were down 44.1% compared to the prior year
period due to a reduction in net sales to China and Southeast Asia. Sales to
international independent retailers represented 0.9% of total wholesale net
sales compared to 1.7% in the prior year period.



Wholesale written orders, which represent orders booked through all of our
channels, were down 20.2% in the three months ended December 31, 2022 compared
to the prior year second quarter. After the reopening of all our retail design
centers in fiscal 2021, we experienced a significant surge in demand leading to
a strong, but difficult prior year comparison. As a result of the strong prior
year second quarter, our independent North American retail network orders were
down 12.3%, international orders were down 43.6% and orders from our
Company-operated design centers were down 13.2%. In addition, contract orders
were down 87.5% as the prior year second quarter saw strong contract business,
driven largely by hospitality customers and the timing of incoming GSA orders.



Wholesale written orders were down 12.9% in the first six months of fiscal 2023
compared with the prior year period. As a result of the strong prior year first
half, orders from our Company-operated design centers were down 11.1%, our
contract orders declined 18.1%, our independent North American retail network
orders were down 11.0% and our international orders, including orders from
China, declined 46.2%. When compared to the first six months of fiscal 2019
(pre-pandemic levels), written orders from our Company-operated design centers
were down 2.9%. We ended the fiscal 2023 second quarter with wholesale backlog
of $78.5 million, down 36.0% from a year ago as we were able to reduce the
number of weeks of wholesale backlog as of December 31, 2022 by 34.1% compared
to last year, which brought our backlog to be more current. In the near-term,
our teams are focused on efforts to effectively manage the business by
continuing to work through our higher order backlog and to service our
customers.



Retail Net Sales



Net sales from Company-operated design centers for the three months ended
December 31, 2022 decreased $7.8 million or 4.4% compared to the prior year
quarter. There was a 4.2% decrease in net sales within the United States, while
net sales from our Canadian design centers decreased 8.8%. A year ago we
experienced a significant surge in demand, which led to a high backlog and
higher deliveries making it a difficult prior year comparison. In addition, we
saw a decrease in retail shipments year over year due to lower production levels
within our Upholstery manufacturing compared to the prior year. Manufacturing
production levels still remain above pre-pandemic levels, but have slowed in the
past three months as incoming written orders have slowed. These volume decreases
were partially offset by the price increases we enacted in the past 12 months,
an increase in average ticket price and increased premier home delivery revenue.
While retail written orders decreased 16.3% year over year, they are nearing
pre-pandemic historical norms and were 1.5% below the second quarter of fiscal
2019 (pre-pandemic levels). Prolonged high inflation, concerns regarding a
recession, uncertainty in the macroeconomic environment and higher interest
rates, continue to impact consumer behavior and is reflected in written order
and traffic decreases year over year.



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Retail net sales for the six months ended December 31, 2022 increased 6.2% to
$355.4 million compared to the prior year period. There was a 6.9% increase in
net sales in the United States, while net sales from our Canadian design centers
decreased 16.9%. The retail net sales growth of 6.2% was primarily from high
backlog that led to higher deliveries, price increases enacted in the past 12
months, increased premier home delivery revenue, additional clearance sales and
manufacturing production levels that have remained above pre-pandemic levels.
Canadian retail net sales were impacted by one less design center in Canada
combined with temporary disruptions within the local service center that
impacted delivery timing during the first quarter. While retail written orders
decreased 12.3% year over year, they were 0.1% above the first six months of
fiscal 2019, which we believe reflects continued demand for our relevant
products in a softening demand environment partially due to strong execution at
the design center level including incremental average ticket sales and a higher
percentage of sales per traffic count. We remain focused on providing
exceptional personal service from design to delivery, investing in digital
design capabilities and interactive communication technologies, refining and
repositioning our product offerings to reach a larger client base, and
leveraging our vertically integrated structure. We are currently working on
plans to open or relocate a select number of design centers within the United
States by the end of fiscal 2023. As of December 31, 2022, there were 139
Company-operated design centers compared with 141 in the prior year period.



Consolidated Gross Profit and Margin





Consolidated gross profit for the three months ended December 31, 2022 increased
$1.8 million or 1.4% compared to the prior year quarter due to consolidated and
wholesale gross margin expansion partially offset by a reduction in retail gross
margin and lower consolidated net sales. Consolidated gross margin, as a
percentage of net sales, for the three months ended December 31, 2022 was 61.0%
compared with 58.8% in the prior year quarter. This consolidated gross margin
expansion of 220 basis points offset the 2.4% decline in consolidated net sales,
which led to gross profit increasing by 1.4% over the prior year. The 220-basis
point increase in consolidated gross margin was driven by product pricing
actions taken over the past 12 months, a favorable product mix, disciplined
promotional activity and lower inbound freight costs. These gross margin drivers
were partially offset by a change in our sales mix and a decrease in unit volume
that led to higher unfavorable manufacturing overhead costs. Retail sales, as a
percentage of total consolidated sales, were 84.5% in the current year second
quarter, down from 86.3% in the prior year quarter. Our retail segment has a
higher gross margin than our wholesale segment, thus the decrease in sales mix
negatively impacted our consolidated gross margin. Despite an 8.3% decrease in
net sales, our wholesale segment gross profit increased 22.9% in the current
year second quarter, which was primarily attributable to product pricing actions
taken in the past 12 months, change in product mix, lower inbound freight costs,
efficiencies gained with higher manufacturing production levels within case
goods and improved imported receipts of home accents. Product pricing actions
taken in the past 12 months have helped to offset input costs that continue to
face inflationary pressure. Each product category within our wholesale segment
expanded its gross margin, which led to higher gross profit. Retail gross profit
decreased by 6.2% due to a 4.4% decrease in net shipments combined with a
100-basis point decrease in gross margin. The reduction in our retail gross
margin was driven by a change in product mix, increased wholesale dealer costs
to purchase inventory and higher fees associated with offering 36-month interest
financing to our customers partially offset by incremental home delivery revenue
and an increase in average ticket sale.



Consolidated gross profit for the six months ended December 31, 2022 increased
$22.2 million or 9.6% compared to the prior year period due to sales growth of
6.2% within our retail segment combined with consolidated and wholesale gross
margin expansion. Consolidated gross margin was 60.7% during the first six
months of fiscal 2023 compared with 59.3% in the prior period. The 140-basis
point increase was driven by product pricing actions taken, disciplined
promotional activity, benefits from expanded case goods manufacturing
operations, a favorable product mix and lower inbound freight costs partially
offset by a change in sales mix. Retail sales, as a percentage of total
consolidated sales, were 85.1% in the first six months of fiscal 2023, down from
85.7% in the prior year period. Retail gross profit increased 5.3% due to the
6.2% increase in net shipments partially offset by a decline in gross margin.
Our Retail gross margin was negatively impacted by higher prices to acquire
inventory from wholesale combined with increased fees to offer our customers
interest free financing partially offset by higher premier home delivery revenue
and an increase in average ticket sale. Wholesale gross profit increased 17.2%
for the first six months of fiscal 2023 primarily due to gross margin expansion
from efficiencies gained with higher manufacturing production levels and product
pricing actions taken in the past 12 months partially offset by a 2.0% reduction
in net sales. Higher year over year manufacturing production within case goods
and improved imported receipts of home accents helped drive sales growth within
each of these categories. Product pricing actions taken in the past 12 months
have helped to offset elevated input costs, although inbound freight costs have
been on the decline for several months.



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SG&A Expenses



(in thousands)                        Three months ended                        Six months ended
                                         December 31,                             December 31,
                                2022         2021       % Change        2022          2021        % Change
SG&A expenses                 $ 87,147     $ 89,610         (2.7% )   $ 179,109     $ 171,187           4.6 %
Restructuring and other
impairment charges, net of
gains                         $   (196 )   $ (3,633 )      (94.6% )   $  (2,192 )   $  (3,378 )      (35.1% )
Consolidated operating
income                        $ 37,069     $ 36,292           2.1 %   $  76,719     $  63,652          20.5 %
Consolidated operating
margin                            18.2 %       17.4 %                      18.4 %        16.3 %
Wholesale operating income    $ 14,569     $  9,744          49.5 %   $  29,982     $  22,563          32.9 %
Retail operating income       $ 18,080     $ 22,635        (20.1% )   $  40,069     $  36,980           8.4 %




SG&A expenses for the three months ended December 31, 2022 decreased $2.5
million or 2.7% due to lower selling expenses and a reduction in general and
administrative costs. Consolidated selling expenses were down 2.4% while general
and administrative costs decreased 3.3%, indicative of strong cost control
measures. When expressed as a percentage of net sales, SG&A expenses were 42.9%
of net sales, compared with 43.1% of net sales in the prior year quarter as we
were able to manage expenses in a declining sales environment. Wholesale selling
expenses, which includes logistics, were down 9.2% as distribution costs
decreased from lower sales volumes and declining freight rates partially offset
by higher diesel fuel costs compared to a year ago. Retail selling expenses were
down 0.1% due to lower designer variable compensation and labor costs offset by
higher warehouse and delivery costs from increased contract rates and fuel
surcharges. Total advertising expense during the second quarter of fiscal 2023
was equal to 2.0% of net sales, the same as in the prior year second quarter. We
continue to utilize various advertising mediums including national television,
direct mail and digital. Through our recent digital campaigns, we have
substantially increased our digital marketing outreach, which helped us reach
more households through the publication of our periodic digital magazine.
Consolidated general and administrative expenses decreased 3.3% primarily due to
lower retail occupancy costs, a reduction in professional and legal fees, and
less employee compensation due to a lower headcount partially offset by
increased employee benefit costs, including higher group insurance.



SG&A expenses for the six months ended December 31, 2022 increased $7.9 million
or 4.6% due to higher selling expenses. Consolidated selling expenses were up
7.1% while general and administrative costs rose only 0.8%. When expressed as a
percentage of net sales, SG&A expenses were 42.9% of net sales, a 90-basis point
decrease compared to the prior year period due to higher sales volume relative
to fixed costs. SG&A expenses were up 4.6% while consolidated net sales
increased 7.0%, which led to improved operating leverage. Retail selling
expenses increased 10.0% due to the 6.2% increase in Retail net sales, which
drove higher delivery costs and variable compensation, increased contract rates
and fuel surcharges and increased marketing spend. Wholesale selling costs
declined 1.3% primarily from a 2.0% reduction in sales volume, which led to
lower distribution and freight costs. For the six months of fiscal 2023, our
consolidated advertising spend was equal to 2.3% of net sales, up from 2.0% in
the prior year period. Consolidated general and administrative expenses
increased by 0.8% for the first six months of fiscal 2023 primarily related to
our disciplined approach to cost savings and expense controls, including our
cost containment and expense management efforts.



Restructuring and Other Impairment Charges, Net of Gains





Restructuring and other impairment charges, net of gains for the three months
ended December 31, 2022 was a gain of $0.2 million compared to a gain of $3.6
million in the prior year second quarter. The current year second quarter
includes a $0.7 million gain related to the amortization of the deferred
liability generated from the sale-leaseback transaction completed on August 1,
2022, partially offset by $0.5 million related primarily to severance costs. In
the year ago second quarter, we completed the sale of two properties for a
combined pre-tax gain of $3.9 million, which was partially offset by $0.3
million related to severance.



Restructuring and other impairment charges, net of gains for the six months
ended December 31, 2022 was a $2.2 million gain compared to a gain of $3.4
million in the prior year period. The recognized gain of $2.9 million from the
sale-leaseback transaction was partially offset by $0.7 million in severance and
other lease costs. In the first six months of last year, we completed the sale
of two properties for a combined pre-tax gain of $3.9 million, which was
partially offset by $0.5 million of severance and lease costs.



Consolidated Operating Income





Consolidated operating income for the three months ended December 31, 2022
increased $0.8 million or 2.1% and as a percentage of net sales was 18.2%,
compared to 17.4% the prior year quarter. Adjusted operating income, which
excludes restructuring and other charges, net of gains, was $36.9 million, or
18.1% of net sales compared with $32.8 million, or 15.7% of net sales in the
prior year quarter. The increase in operating income was driven by gross margin
expansion combined with cost containment measures partially offset by a
reduction in consolidated net sales. Even though consolidated net sales
decreased 2.4%, our 220-basis point consolidated gross margin expansion combined
with the 2.7% reduction in SG&A expenses helped grow our consolidated operating
income by $0.8 million and improve to 18.2% of net sales, up from 17.4% last
year.



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                  ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES




Consolidated operating income for the six months ended December 31, 2022
increased $13.1 million or 20.5% and as a percentage of net sales was 18.4%,
compared to 16.3% in the prior year period. Adjusted operating income, which
excludes restructuring and other charges, net of gains, was $74.6 million, or
17.9% of net sales compared with $60.5 million, or 15.5% of net sales in the
prior year period. The increase in operating income was driven by the $27.3
million or 7.0% increase in consolidated net sales, wholesale gross margin
expansion and cost containment measures that improved our operating leverage
partially offset by higher selling expenses. We believe our efforts to maintain
disciplined cost and expense controls, including cost containment measures and
expense management helped drive our operating income growth for the first six
months ended December 31, 2022. Our ability to operate the business with fewer
associates has contributed to consolidated operating income and margin
expansion. The majority of the headcount reductions since the end of the second
quarter of fiscal 2019 were within our retail segment, which is down 41.8%.



Wholesale Operating Income



Wholesale operating income for the three months ended December 31, 2022 was
$14.6 million or 13.7% of net sales, an increase compared with $9.7 million or
8.4% in the prior year quarter. Adjusted operating income, which excludes
restructuring and other charges, net of gains, was $14.6 million or 13.7% of net
sales compared with $6.0 million or 5.2% of net sales in the prior year quarter.
The increase in wholesale operating income is due to a significant improvement
in wholesale gross margin, cost containment measures within SG&A, lower
distribution and inbound freight costs due to lower rates and volume, lower
compensation from decreased headcount and lower professional and legal fees
partially offset by higher employee benefit costs and a decline in net sales.



Wholesale operating income for the six months ended December 31, 2022 was $30.0
million or 13.6% of net sales, an increase compared with $22.6 million or 10.0%
of net sales in the prior year period. Adjusted operating income, which excludes
restructuring and other charges, net of gains, was $30.0 million or 13.6% of net
sales compared with $19.0 million or 8.4% of net sales in the prior year period.
The increase is due to a significant improvement in wholesale gross margin, cost
containment measures within SG&A and lower distribution and inbound freight
costs due to lower rates and volume. These benefits were partially offset by
lower net sales and higher employee benefit costs.



Retail Operating Income



Retail operating income for the three months ended December 31, 2022 was $18.1
million, or 10.5% of sales, compared with $22.6 million, or 12.6% of sales in
the prior year quarter. Adjusted retail operating income, which excludes
restructuring and other charges, net of gains, was $17.9 million or 10.4% of net
sales compared with $22.8 million or 12.7% of net sales in the prior year
quarter. The decrease in retail operating income is attributed to the 4.4%
decrease in net sales and a 100-basis point decline in retail gross margin
partially offset by lower retail SG&A expenses.



Retail operating income for the six months ended December 31, 2022 was $40.1
million, or 11.3% of sales, compared with $37.0 million, or 11.1% of sales in
the prior year period. Adjusted retail operating income, which excludes
restructuring and other charges, net of gains, was $37.9 million or 10.7% of net
sales compared with $37.4 million or 11.2% of net sales in the prior year
period. The increase was driven by the 6.2% increase in net sales, decreased
occupancy expenses and leveraged fixed costs partially offset by a 40-basis
point decline in retail gross margin, increased selling, delivery and variable
compensation due to sales volume and increased advertising expenses.



Income Tax Expense



(in thousands)               Three months ended                        Six months ended
                                December 31,                             December 31,
                       2022         2021       % Change        2022         2021        % Change
Income tax expense   $  9,754     $  9,324           4.6 %   $ 19,865     $ 16,511           20.3 %
Effective tax rate       25.7 %       25.7 %                     25.5 %       26.0 %
Net income           $ 28,166     $ 26,894           4.7 %   $ 58,046     $ 47,047           23.4 %
Diluted EPS          $   1.10     $   1.05           4.8 %   $   2.27     $   1.85           22.7 %




Income tax expense for the three months ended December 31, 2022 was $9.8 million
compared with $9.3 million in the prior year second quarter primarily due to the
$1.7 million increase in income before income taxes. Our consolidated effective
tax rate was 25.7% in both the current and prior year. Our effective tax rate of
25.7% varies from the 21% federal statutory rate primarily due to state taxes.



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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES




Income tax expense for the six months ended December 31, 2022 was $19.9 million
compared with $16.5 million in the prior year period primarily due to the $14.4
million increase in income before income taxes. Our consolidated effective tax
rate was 25.5% compared with 26.0% in the prior year comparable period. Our
effective tax rate of 25.5% varies from the 21% federal statutory rate primarily
due to state taxes.



Net Income



Net income for the three months ended December 31, 2022 was $28.2 million
compared with $26.9 million in the prior year period. Adjusted net income, which
removes the after-tax impact of restructuring and other charges, net of gains,
was $28.0 million, up 15.5% from the prior year period. The increase in net
income and adjusted net income was due to improved gross margins and our ability
to minimize SG&A expenses.



Net income for the six months ended December 31, 2022 was $58.0 million compared
with $47.0 million in the prior year period. Adjusted net income, which removes
the after-tax impact of restructuring and other charges, net of gains, was $56.4
million, up 26.3% from the prior year period. The increase in net income and
adjusted net income was due to higher net sales, improved gross margins and cost
containment measures.



Diluted EPS



Diluted EPS for the three months ended December 31, 2022 was $1.10 compared with
$1.05 per diluted share in the prior year period. Adjusted diluted EPS was
$1.10, up 15.8% compared with the prior year period. The increase in diluted EPS
and adjusted diluted EPS was driven by higher gross margins and cost containment
measures partially offset by a decrease in net sales.



Diluted EPS for the six months ended December 31, 2022 was $2.27 compared with
$1.85 per diluted share in the prior year period. Adjusted diluted EPS was
$2.21, up 26.3% compared with the prior year period. The increase in diluted EPS
and adjusted diluted EPS was driven by higher net sales, improved gross margins
and cost containment measures.



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.


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