Ethan Allen Interiors Inc - Current report filing (8-K)
July 23 2008 - 12:19PM
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):
July 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
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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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Registrants 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
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 Exhibit 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 July 23 2008,
Ethan Allen Interiors Inc. (Ethan Allen or the Company) issued a press
release which contained certain preliminary operating results for the quarter and
year ended June 30, 2008. A copy
of the press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.
Also on July 23 2008,
Ethan Allen conducted a conference call during which certain unaudited,
non-GAAP financial information related to the Companys operations for the
twelve months ended June 30, 2008 and June 30, 2007 was
disclosed. This information is set forth
in the attached Exhibit 99.2.
Exhibits 99.1 and 99.2 include
references to the Companys (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 fiscal 2008
as a result of the decision to consolidate retail facilities, and during fiscal
2007 as a result of the decision to consolidate manufacturing 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
Companys 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 Companys operations,
including the tangible assets necessary to carry out its production and
distribution activities, depreciation and amortization represent Ethan Allens
largest non-cash charges. As these non-cash charges do not affect the Companys
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
2
operating cash flow. Further, EBITDA is one measure used to
determine compliance with the Companys existing credit facility.
SECTION 9
FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit
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Description
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99.1
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Press
release dated July 23, 2008
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99.2
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Reconciliation
of non-GAAP financial information disclosed in July 23, 2008 press
release and conference call to the most directly comparable GAAP financial
measure.
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3
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: July 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 July 23,
2008
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99.2
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Reconciliation
of non-GAAP financial information disclosed in July 23, 2008 press
release and conference call to the most directly comparable GAAP financial
measure.
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