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 |
06-1275288 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Ethan Allen Drive |
06811 |
(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))
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 |
99.1 | 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.
ETHAN ALLEN INTERIORS INC. |
||||
Date: |
April 30, 2009 |
By: |
/s/ David R. Callen |
|
David R. Callen |
||||
Vice President, Finance and |
EXHIBIT INDEX
Exhibit |
Description |
99.1 |
Press release dated April 30, 2009 |
4