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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): July 31, 2003
ETHAN ALLEN INTERIORS INC.
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(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 July 31, 2003
99.2 Reconciliation of unaudited, non-GAAP financial information
disclosed in July 31, 2003 conference call to the most
directly comparable GAAP financial measure
ITEM 9. REGULATION FD DISCLOSURE
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 Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
On July 31, 2003, Ethan Allen Interiors Inc. ("Ethan Allen" or the
"Company") issued a press release setting forth its operating results for the
fourth quarter and fiscal year ended June 30, 2003. A copy of the press release
is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Also on July 31, 2003, Ethan Allen conducted a conference call during
which certain unaudited, non-GAAP financial information related to the Company's
operations for the fourth quarter and fiscal year ended June 30, 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 restructuring and
impairment charges recorded during the quarter ended March 31, 2003 and the
quarter ended June 30, 2002 as a result of the Company's decision to consolidate
selected manufacturing facilities during those periods. 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 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 generally accepted accounting principles, including
cash flow measures such as operating cash flow. Further, EBITDA is one measure
used to determine 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: July 31, 2003 By: /S/ M. FAROOQ KATHWARI
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M. Farooq Kathwari
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press release dated July 31, 2003
99.2 Reconciliation of unaudited, non-GAAP financial information
disclosed in July 31, 2003 conference call to the most directly
comparable GAAP financial measure
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