- Current report filing (8-K)
April 30 2009 - 7:33AM
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): April 30, 2009
ETHAN
ALLEN INTERIORS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
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
|
|
|
(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))
INFORMATION
TO BE INCLUDED IN REPORT
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.02 Termination of a Material Definitive Agreement
On April 29,
2009 the Company notified JPMorgan Chase Bank, N.A. as administrative
agent, that it has elected to terminate the July 21, 2005 revolving
credit facility, effective May 4, 2009. The credit facility provided
$100 million in unsecured revolving credit, and sub-facilities for trade
and standby letters of credit and swing line loans. There have never
been any borrowings taken against this facility and the Company has no
plans to borrow in the near term. The agreement was terminated due to
the Company’s desire to have in place a revolver that provides greater
flexibility.
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 April 30,
2009, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) issued
a press release setting forth its operating results for the three and
nine months ended March 31, 2009. A copy of the press release is
attached hereto as Exhibit 99.1 and hereby incorporated by reference.
On April 30,
2009, Ethan Allen will conduct a conference call during which certain
unaudited, non-GAAP financial information related to the Company’s
operations for the three and nine months ended March 31, 2009 and March
31, 2008 will be disclosed. This information is set forth in the
attached Exhibit 99.1.
Exhibit 99.1
includes 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 and nine months ended March
31, 2009 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 99.1.
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
Exhibit
|
Description
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99.1
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Press release dated April 30, 2009
|
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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April 30, 2009
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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
|
Description
|
99.1
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Press release dated April 30, 2009
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4
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