- Current report filing (8-K)
October 23 2008 - 9:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 23, 2008
ETHAN
ALLEN INTERIORS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-11692
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06-1275288
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Ethan Allen Drive
Danbury, CT
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06811
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(203)
743-8000
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Not Applicable
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(Former name or former address, if changed since last report)
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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))
INFORMATION
TO BE INCLUDED IN REPORT
SECTION
2 – FINANCIAL INFORMATION
Item
2.02 Results of Operations and Financial Condition
The
information contained within Item 2.02 of this Form 8-K and the Exhibits
attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 and shall not be deemed
incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in
such filing.
On October
23, 2008, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”)
issued a press release setting forth its operating results for the three
months ended September 30, 2008. A copy of the press release is attached
hereto as Exhibit 99.1 and hereby incorporated by reference.
On October
23, 2008 Ethan Allen will conduct a conference call during which certain
unaudited, non-GAAP financial information related to the Company’s
operations for the three months ended September 30, 2008 and September
30, 2007 will be disclosed. This information is set forth in the
attached Exhibit 99.2.
Exhibits
99.1 and 99.2 include references to the Company's (i) consolidated
operating profit, (ii) wholesale operating profit, (iii) net income,
(iv) earnings per share, and (v) earnings before interest, taxes,
depreciation and amortization ("EBITDA"), all excluding the effects of
restructuring and impairment charges recorded during the three months
ended September 30, 2008 as a result of the Company's decisions to
consolidate retail facilities. A reconciliation of these financial
measures to the most directly comparable financial measure reported in
accordance with generally accepted accounting principles (“GAAP”) is
also provided in Exhibit 99.2.
Management
believes that excluding items which are deemed to be non-recurring in
nature from financial measures such as operating profit, wholesale
operating profit, net income, and earnings per share, allows investors
to more easily compare and evaluate the Company's financial performance
relative to prior periods and industry comparables. These adjusted
measures also aid investors in understanding the operating results of
the Company absent such non-recurring or unusual events.
Management
considers EBITDA an important indicator of the operational strength and
performance of its business, including the ability of the Company to pay
interest, service debt and fund capital expenditures. Given the nature
of the Company's operations, including the tangible assets necessary to
carry out its production and distribution activities, depreciation and
amortization represent Ethan Allen's largest non-cash charges. As these
non-cash charges do not affect the Company's ability to service debt or
make capital expenditures, it is important to consider EBITDA in
addition to, but not as a substitute for, operating income, net income
and other measures of financial performance reported in accordance with
GAAP, including cash flow measures such as operating cash
flow. Further, EBITDA is one measure used to determine compliance with
the Company's existing credit facility.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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99.1
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Press release dated October 23, 2008
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99.2
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Reconciliation of non-GAAP financial information disclosed in
October 23, 2008 press release and conference call to the most
directly comparable GAAP financial measure
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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.
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ETHAN ALLEN INTERIORS INC.
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Date:
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October 23, 2008
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By:
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/s/ David R. Callen
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David R. Callen
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Vice President, Finance and
Treasurer
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EXHIBIT
INDEX
Exhibit
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Description
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99.1
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Press release dated October 23, 2008
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99.2
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Reconciliation of non-GAAP financial information disclosed in
October 23, 2008 press release and conference call to the most
directly comparable GAAP financial measure
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4
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