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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 22, 2003
ETHAN ALLEN INTERIORS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11692 06-1275288
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
ETHAN ALLEN DRIVE
DANBURY, CT 06811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 743-8000
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT DESCRIPTION
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99.1 Press release dated April 22, 2003
99.2 Reconciliation of unaudited, non-GAAP financial information
disclosed in April 22, 2003 conference call to the most
directly comparable GAAP financial measure
ITEM 9. REGULATION FD DISCLOSURE (PURSUANT TO ITEM 12. RESULTS OF OPERATIONS
AND FINANCIAL CONDITION)
In accordance with SEC Release No. 33-8216, the following information,
intended to be furnished under Item 12, "Results of Operations and Financial
Condition", is instead furnished under Item 9, "Regulation FD Disclosure". The
information in 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, nor shall it be deemed incorporated by reference in any filing under the
Securities Exchange Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
On April 22, 2003, 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, 2003. A copy of the press release is
attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Also on April 22, 2003, Ethan Allen conducted 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, 2003 was disclosed.
This information is set forth in the attached Exhibit 99.2.
Exhibit 99.2 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 a restructuring and
impairment charge recorded during the three months ended March 31, 2003 as a
result of the Company's decision to consolidate three manufacturing facilities.
A reconciliation of these financial measures to the most directly comparable
GAAP financial measure is also provided in the Exhibit.
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.
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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 charge. As these non-cash charges do
not affect our 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 generally accepted accounting principles, including
cash flow measures such as operating cash flow. Further, EBITDA is one measure
used to determine our compliance with the Company's existing credit facilities.
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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.
ETHAN ALLEN INTERIORS INC.
Date: April 22, 2003 By: /S/ M. FAROOQ KATHWARI
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M. Farooq Kathwari
Chairman, Chief Executive Officer
and Director
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press release dated April 22, 2003
99.2 Reconciliation of unaudited, non-GAAP financial information
disclosed in April 22, 2003 conference call to the most directly
comparable GAAP financial measure
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