The Loan Fund is a noncontributory fund used to account for and administer loans to participants. Each participant may apply to JP Morgan Retirement Plan Services (the “Recordkeeper”) for a loan against the 401(k) portion of that participant’s account. The maximum amount which may be borrowed by the participant is limited to the lesser of (a) $50,000 or (b) 50% of the 401(k) portion of such participant’s account at the time of such loan. The term of these loans generally shall not exceed the earlier of five years or such participant’s termination of service, and in certain circumstances, greater than five years as defined in the Plan document.
Loans are processed by the Recordkeeper upon approval of the application. The Plan Sponsor has determined that loans shall bear interest equal to the Prime Rate as of the preceding month’s close plus 1%. Loan rates on outstanding loans ranged from 5.00% to 10.50% during both 2007 and 2006.
A separate account is maintained for each participant. Net investment income (loss) is comprised of interest income, dividend income, and net appreciation (depreciation) in fair value of investments and is allocated daily to each participant’s account on a proportional basis according to account balances so that each account bears its proportionate share of income or loss. Employer profit-sharing contributions are allocated to each participant based on each participant’s compensation to total compensation of all participants during the year.
Participants may elect to receive their benefits when they reach 59½, or when they leave the Company. The Plan also provides death benefits to the designated beneficiary of eligible participants. An employee may withdraw any or all of his after-tax 401(k) contribution and participant rollover contributions at any time; early withdrawal of pre-tax and Company match 401(k) contributions may only be made by a participant upon attaining the age of 59½ or because of serious financial hardship, subject to limitations. Distributions are usually made in cash. If a participant’s account includes shares of Company stock, a participant can elect to receive a distribution in cash or stock.
In no event shall distributions commence later than sixty days after the close of the Plan year in which the latest of the following events occurs: the participant’s attainment of age 65; the tenth anniversary of the date on which the employee began participating in the plan; the participant’s termination date. These provisions notwithstanding, participants who are no longer active employees must commence distributions from the Plan within a year of attaining the age of 70½.
THE ETHAN ALLEN
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(2) | Summary of Significant Accounting Policies |
The accompanying financial statements have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.
Recent Accounting Pronouncements
In September 2006, the FASB issued Statement on Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements”. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current U.S. generally accepted accounting principles from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of December 31, 2007, we do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain measurements reported on the financial statements for a fiscal period.
The Plan provides participants with various investment options that invest in any combination of stocks, bonds, fixed income securities and other investment securities. Such investment securities are exposed to various risks and uncertainties, including interest rate risk, credit risk, market volatility, changes in the economic and political environment, regulatory changes and foreign currency risk. The Plan invests in securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Due to the level of risk and uncertainty associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.
Valuation of Investments Held in Trust and Income Recognition
Under the terms of a trust agreement between JP Morgan Chase Bank (the “Trustee”) and the Company, the Trustee administers a trust fund on behalf of the Plan. The value of the investments and changes therein of this trust have been reported to the Plan by the Trustee.
8
THE ETHAN ALLEN
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
Shares of mutual funds and Company common stock are reported at fair value as determined based on quoted market prices. Plan interests in benefit responsive investment contracts and the shares of the American Century Stable Asset Fund are stated at fair value, with a corresponding adjustment to contract value for investment contracts that are deemed to be fully benefit-responsive. Contract value represents contributions made under the contract plus earnings on the underlying investments, less Plan withdrawals and administrative expenses. Shares in the Collective Trust are valued at fair value based on the net asset value as reported by the fund investment manager. Loans to participants are stated at cost (equal to their outstanding balances on the last day of the year) which approximates fair value.
Purchases and sales of securities are recorded on a trade–date basis. Dividends are recorded on the ex-dividend date and interest is accrued as earned.
Payment of Benefits
Benefits are recorded when paid.
The following table presents, at fair value, Plan investments which represent 5% or more of the Plan’s net assets available for plan benefits at December 31:
| | | | | | | 2007 | | 2006 |
Mutual funds: | | | | |
| American Funds Growth Fund of America | 28,667,624 | | 28,193,311 |
| American Funds AMCAP Fund | 22,197,396 | | 22,578,978 |
| T Rowe Price Retirement 2020 - Adv | 12,304,434 | | — |
| Dodge & Cox International Stock Fund | 12,287,317 | | — |
| JPMorgan MidCap Value Fund | 10,961,981 | | 11,220,908 |
| Artisan MidCap Growth Fund | 10,801,321 | | — |
| T Rowe Price Retirement 2010 - Adv | 9,655,254 | | — |
| American Century Strategic Allocation Moderate Fund | — | | 20,338,761 |
| Templeton Foreign Fund | — | | 11,084,902 |
Common stock: | | | | |
| Ethan Allen Interiors, Inc. Common Stock | 13,963,629 | | 18,403,854 |
Collective trusts: | | | | |
| American Century Stable Asset Fund | | — | | 27,701,313 |
| | (Contract value $28,221,877) | | | | |
Benefit responsive investment contract:* | | | | |
| JPMorgan Stable Value Fund | 26,455,809 | | — |
| | (Contract value $27,536,938) | | | | |
*These underlying assets are backed by three equally divided wrap contracts with State Street Bank and Trust Company, Natixis Financial Products Inc. and AEGON Institutional Markets, Inc., each with a crediting rate yield of 5.00%. The Plan's JPMorgan Stable Value Fund is comprised of these investment contracts.
9
During 2007 and 2006, the Plan’s investments (including realized gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| | 2007 | | | 2006 | |
Mutual funds | | $ | 1,000,532 | | | | 5,917,255 | |
Common stock | | | (3,699,237 | ) | | | (72,362 | ) |
Fully benefit responsive investments | | | 767,053 | | | | – | |
Collective trusts | | | 79,157 | | | | 158,518 | |
| | | | | | | | |
Net appreciation (depreciation) in fair value of investments | | $ | (1,852,495 | ) | | | 6,003,411 | |
Benefit Responsive Investment Contracts
The JPMorgan Stable Value Fund and the American Century Stable Asset Fund (the “Stable Asset Funds”) hold investments in Synthetic Guaranteed Investment Contracts (“GICs”) as direct investments.
A Synthetic GIC, also known as a wrap contract, is an investment contract issued by an insurance company or other financial institution, backed by a portfolio of bonds or other fixed income securities that are owned by the issuer. The assets underlying the contract are maintained separate from the issuer’s general assets, usually by a third party custodian. The contract provides an interest rate not less than zero. Such contracts typically provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the value of the contract, but rather are amortized, usually over the time to maturity or the duration of the underlying investments, through adjustments to the future interest crediting rate.
Primary variables impacting future crediting rates of the Synthetic GICs include current yield of the assets within the contract, duration of the assets covered by the contract, and existing difference between the market value and contract value of the assets within the contract. Synthetic GICs are designed to reset the respective crediting rate, typically on a quarterly basis. The crediting rate of Synthetic GICs will track current market yields on a trailing basis. The rate reset allows the contract value of the wrapped portfolio to converge to the market value over time, assuming the market value continues to earn the current portfolio yield for a period of time equal to the current portfolio duration. The issuer guarantees that all qualified participant withdrawals will occur at contract value.
Certain events limit the ability of the Plan to transact at contract value with the issuer. While the events may differ from contract to contract, the events typically include: (i) amendments to the Plan documents; (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) complete or partial termination of the Plan or its merger with another plan; (iv) the failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (v) unless made in accordance with the withdrawal provisions of the Plan, the withdrawal from the wrap contract at the direction of the Company, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), or the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of the Company, or the Company’s establishment of another tax qualified defined contribution plan; (vi) any change in law, regulation, ruling, administrative or judicial position or accounting requirement, in any case applicable to the Plan or Fund, and (vii) the delivery of any communication to Plan participants designed to influence a participant not to invest in the Fund. The Company does not believe that the occurrence of any events, such as those described above, which would limit the Plan’s ability to transact at contract value with participants, are probable.
The Synthetic GICs generally are evergreen contracts that permit termination upon notice at any time, and provide for automatic termination if the contract value or the market value of the contract equals zero. If the market value of the contract equals zero, the issuer is not excused from paying the excess above contract value. If the Plan defaults in its obligations under the contract, and the default is not cured within a cure period, the issuer may terminate the contract, and the Plan will receive the market value as of the date of termination.
10
THE ETHAN ALLEN
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
The assets underlying the contracts primarily consist of commingled trust funds sponsored by JP Morgan Chase Bank, NA. The fair value of those funds at December 31, 2007 was $26,455,809 for the JP Morgan Intermediate Bond Fund and $256,439 for the JP Morgan Liquidity Fund.
The Synthetic GICs are placed with financial institutions whose Standard & Poors credit rating is A or higher.
The average yield earned by the Stable Asset Funds for all fully benefit-responsive investment contracts at December 31, 2007 and 2006 are presented in the following table.
| 2007 | | 2006 |
| | | |
Weighted average yield earned | 6.67% | | 5.38% |
Weighted average yield credited | | | |
to participants accounts | 5.15% | | 4.86% |
Although the Company has not expressed any intent to do so, it has the right under the Plan, to the extent permitted by law, to discontinue its contributions, and to terminate the Plan in accordance with the provisions of ERISA. If the Plan is terminated, each participant’s interest will be payable in full according to the Plan provisions. The Company also has the right under the Plan, to the extent permitted by law, to amend or replace it for any reason.
Certain Plan investments represent shares of mutual funds managed by JP Morgan Chase & Co. (“JP Morgan”), whose affiliates serve as both Trustee and Recordkeeper of the Plan. Therefore, transactions involving these mutual funds qualify as party-in-interest transactions.
At December 31, 2007, approximately 8% of Plan assets are held in the form of shares of the Company’s common stock. Transactions involving the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During 2007 and 2006, the Plan received dividend income on Company common stock totaling $406,396 and $399,063, respectively.
(6) | Administrative Expenses |
In 2007 and 2006, administrative expenses, other than (i) certain transaction fees borne by the participants and (ii) audit, legal and investment advisory fees borne by the Company, were paid by the Plan, in accordance with Plan provisions, and allocated to participant accounts based upon their account balances. Fees paid to JP Morgan for recordkeeping and trust services amounted to $81,052 and $89,938 for the years ended December 31, 2007 and 2006, respectively.
The Company has received a determination letter from the Internal Revenue Service dated May 21, 2002 stating that the Plan is a qualified plan under Section 401(a) of the Internal Revenue Code and the corresponding trust is exempt from income tax under Section 501(a) of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Sponsor and legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
11
THE ETHAN ALLEN
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(8) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
| | Years Ended December 31, | |
| | 2007 | | | 2006 | |
Net assets available for plan benefits per the financial statements | | $ | 185,264,112 | | | $ | 183,444,572 | |
Less: Adjustment from fair value to contract value for fully | | | | | | | | |
benefit-responsive investment contracts held by collective trust | | | (824,690 | ) | | | (520,564 | ) |
Net assets available for plan benefits per the Form 5500 | | $ | 184,439,422 | | | $ | 182,924,008 | |
The following is a reconciliation of investment income per the financial statements to the Form 5500:
| | Years Ended December 31, | |
| | 2007 | | | 2006 | |
Total investment income per the financial statements | | $ | 8,524,909 | | | $ | 15,412,961 | |
Less: Adjustment from fair value to contract value for fully | | | | | | | | |
benefit-responsive investment contracts - current year | | | (824,690 | ) | | | (520,564 | ) |
Add: Adjustment from fair value to contract value for fully | | | | | | | | |
benefit-responsive investment contracts - prior year | | | 520,564 | | | | – | |
Total investment income per the Form 5500 | | $ | 8,220,783 | | | $ | 14,892,397 | |
12
THE ETHAN ALLEN
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
THE ETHAN ALLEN | |
RETIREMENT SAVINGS PLAN | |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | |
December 31, 2007 | |
| | | | | |
| Identity of issue, borrower, | Number of | | Current | |
| lessor, or similar party | Shares/Units | | Value | |
Mutual Funds: | | | | |
| American Beacon Small Cap Value Fund | 51,627 | $ | 889,015 | |
| American Funds AMCAP Fund | 1,105,448 | | 22,197,396 | |
| American Funds Growth Fund of America | 849,090 | | 28,667,624 | |
| Artisan MidCap Growth Fund | 349,105 | | 10,801,321 | |
| Columbia Acorn Fund | 215,113 | | 6,369,497 | |
| Dodge & Cox International Stock Fund | 267,090 | | 12,287,317 | |
| JPMorgan Invest Self-Directed Brokerage Fund (1) | n/a | | 1,645,499 | |
| JPMorgan MidCap Value Fund (1) | 449,628 | | 10,961,981 | |
| PIMCO Total Return - Inst | 209,328 | | 2,237,721 | |
| T Rowe Price Retirement 2010 - Adv | 597,847 | | 9,655,254 | |
| T Rowe Price Retirement 2020 - Adv | 696,346 | | 12,304,434 | |
| T Rowe Price Retirement 2030 - Adv | 382,880 | | 7,267,517 | |
| T Rowe Price Retirement 2040 - Adv | 197,315 | | 3,772,655 | |
| T Rowe Price Retirement 2050 - Adv | 83,264 | | 871,774 | |
| T Rowe Price Retirement Income - Adv | 97,557 | | 1,297,510 | |
| Van Kampen Growth and Income Fund | 63,520 | | 1,349,803 | |
Common Stock: | | | | |
| Ethan Allen Interiors, Inc. Common Stock (1) | 489,952 | | 13,963,629 | |
Collective Trusts: | | | | |
| Barclays Global Investors S&P 500 Equity Index Fund | 38,210 | | 1,756,882 | |
Fully Benefit Responsive Investment Contracts : | | | | |
| JPMorgan Intermediate Bond Fund (1) (2) | 2,236,543 | | 26,455,809 | |
| JP Morgan Liquidity Fund (1) (2) | 300,553 | | 256,439 | |
Participant loans (1) (3) | n/a | | 5,317,166 | |
| | | $ | 180,326,243 | |
(1) | Denotes a party-in-interest to the Plan. | | | | |
(2) | These underlying assets are backed by three equally divided wrap contracts with State Street bank and Trust Company, Natixis Financial Products Inc. and AEGON Institutional Markets, Inc., each with a crediting rate yield of 5.00%. The Plan's JP Morgan Stable Value Fund is comprised of these investments and wrap contracts. | |
|
|
|
(3) | 1,465 loans made to Plan participants; rates range from 5.00% to 10.50%; maturities from 1/1/2008 to 8/30/2017. | |
|
n/a | Not applicable | | | | |
See accompanying Report of Independent Registered Public Accounting Firm. | | |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Ethan Allen Interiors Inc., as administrator of, and issuer of the securities held pursuant to, The Ethan Allen Retirement Savings Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ETHAN ALLEN RETIREMENT SAVINGS PLAN
|
| By: | Ethan Allen Interiors Inc.
|
Date: June 26, 2008 | By: | /s/ David R. Callen |
| Name: David R. Callen
Title: Vice President, Finance & Treasurer |
14
EXHIBIT INDEX
Exhibit
No. | Description |
23 | Consent of KPMG LLP. |
15