UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 ----------------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________________ to _______________________ Commission File Number: 1-11806 ------------------------------------------------------ Ethan Allen Interiors Inc.; Ethan Allen Inc.; Ethan Allen Finance Corporation; Ethan Allen Manufacturing Corporation; Andover Woods Products Inc. - - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1275288 - - ----------------------------------------------------------------------------- (State or other jurisdiction of incorporation (I.R.S.Employer ID No.) or organization) Ethan Allen Drive, Danbury, Connecticut 06811 - - ----------------------------------------------------------------------------- (Address of principal executive offices) (203) 743-8000 - - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - - ----------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 14,376,205 at September 30, 1996 ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES INDEX PAGE ---- Part I. Financial Information: Item 1. Consolidated Financial Statements as of September 30 and June 30, 1996 and for the three months ended September 30, 1996 and 1995 (unaudited): Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Cash Flows 7 Consolidated Statement of Shareholders' Equity 9 Notes to Consolidated Financial Statements 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Part II. Other Information: 18 Item 1. Legal Proceedings Item 2. Changes in Securities Item 6. Exhibits and reports on Form 8-K
ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Consolidated Balance Sheets (Dollars in thousands) September 30, ASSETS 1996 June 30, ------ (unaudited) 1996 ------------- -------- Current assets: Cash $ 11,565 $ 9,078 Accounts receivable, less allowances of $2,510 and $2,564 at September 30 and June 30, 1996, respectively 35,949 33,984 Notes receivable, current portion, less allowances of $328 and $314 at September 30 and June 30, 1996, respectively 1,253 1,314 Inventories (note 3) 102,024 107,224 Prepaid expenses and other current assets 8,516 7,377 Deferred income taxes 8,325 9,305 ------- ------- Total current assets 167,632 168,282 ------- ------- Property, plant and equipment, net 161,727 159,634 Property, plant and equipment held for sale (note 4) 1,095 4,233 Notes receivable, net of current portion, less allowance of $178 and $97 at September 30 and June 30, 1996, respectively 2,452 2,561 Intangibles, net of amortization of $12,181 and $11,768 at September 30 and June 30, 1996, respectively 53,652 54,065 Deferred financing costs, net of amortization of $1,597 and $1,426 at September 30 and June 30, 1996, respectively 1,710 1,877 Other assets 4,905 5,329 ------ ------- Total assets $393,173 $395,981 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Current maturities of long-term debt and capital lease obligations $ 2,091 $ 2,498 Accounts payable 42,945 36,742 Accrued expenses 4,933 6,956 Accrued compensation and benefits 12,813 12,939 -------- -------- Total current liabilities 62,782 59,135 -------- -------- Long-term debt, less current maturities 65,350 79,929 Obligations under capital leases, less current maturities 2,849 2,752 Other long-term liabilities, principally long-term compensation, environmental and legal reserves 922 1,036 Deferred income taxes 32,316 32,836 ------- ------- Total liabilities 164,219 175,688 ------- ------- Commitments and contingencies (note 5) - - Shareholders' equity: Class A common stock, par value $.01, 35,000,000 shares authorized, 14,632,722 and 14,568,731 shares issued at September 30 and June 30, 1996, respectively 146 146 Preferred stock, par value $.01, 1,055,000 shares authorized, no shares issued and outstanding at September 30 and June 30, 1996, respectively - - Additional paid-in capital 254,960 254,971 ------- ------- 255,106 255,117 Less: Notes receivable from officer and employees (33) (51) Treasury stock (at cost) 261,138 and 256,480 shares at September 30 and June 30, 1996, respectively (5,496) (5,371) ------- ------- 249,577 249,695 Accumulated deficit (20,623) (29,402) ------- ------- Total shareholders' equity 228,954 220,293 ------- ------- Total liabilities and shareholders' equity $393,173 $395,981 ======= ======= See accompanying notes to consolidated financial statements. ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) (Dollars in thousands, except per share data) Three Months Ended September 30, 1996 1995 --------- --------- Net sales $132,355 $116,941 Cost of sales 77,777 71,470 ------- ------- Gross profit 54,578 45,471 Operating expenses: Selling 19,160 17,769 General and administrative 19,016 17,816 ------ ------ Operating income 16,402 9,886 ------ ------ Interest and other miscellaneous income, net 49 303 Interest expense 1,591 2,553 Amortization of deferred financing costs 221 109 ----- ----- 1,812 2,662 ----- ----- Income before income taxes 14,639 7,527 Income tax expense 5,856 3,027 ------ ----- Net income $ 8,783 $ 4,500 ======= ======= Per share data: Net income per common share $ 0.60 $ 0.31 ======= ======= Dividends declared $ 0.04 $ - ======= ======= Weighted average common shares outstanding (in thousands) 14,639 14,599 See accompanying notes to consolidated financial statements. ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Three Months Ended September 30, 1996 1995 --------- ---------- Operating activities: Net income $ 8,783 $ 4,500 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,570 4,396 Provision for deferred income taxes 752 116 Other non-cash charges 360 (73) Change in: Accounts receivable (1,871) (4,896) Inventories 5,200 5,989 Prepaid and other current assets (1,139) (2,335) Other assets 153 48 Accounts payable 6,203 6,369 Accrued expenses (2,012) (2,415) Other long-term liabilities (114) (16) ------ ------ Net cash provided by operating activities 20,885 11,683 ------ ------ Investing activities: Proceeds from the disposal of property, plant and equipment 331 96 Proceeds from the disposal of property, plant and equipment held for sale 1,724 - Capital expenditures (5,055) (3,130) Payments received on long-term notes receivable 371 395 Disbursements made for long-term notes receivable (277) (400) ------ ------ Net cash used by investing activities (2,906) (3,039) ------- ------- Financing activities: Payments on revolving credit facility (21,000) (23,500) Borrowings on revolving credit facility 14,500 15,500 Other long-term borrowings 440 - Redemption of Senior Notes (8,425) - Payments on long-term debt, including current maturities (36) (19) Issuance of common stock 226 105 Payments under capital leases (493) (457) Increase in deferred financing costs (4) (88) Payments to acquire treasury stock (125) - Payments of dividends (575) - Net cash used by financing activities (15,492) (8,459) Net increase in cash 2,487 185 Cash at beginning of period 9,078 7,546 -------- -------- Cash at end of period $ 11,565 $ 7,731 ======= ======= See accompanying notes to consolidated financial statements. ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Consolidated Statements of Shareholders' Equity Three Months Ended September 30, 1996 (Unaudited) (Dollars in thousands) Additional Common Paid-in Notes Treasury Accumulated Stock Capital Receivable Stock Deficit Total ------- ---------- ---------- -------- ----------- -------- Balance at June 30, 1996 $ 146 $254,971 $ (51) $(5,371) $ (29,402) $220,293 Issuance of common stock - 226 - - - 226 Payments received on notes receivable - - 18 - - 18 Increase in management warrants - 47 - - - 47 Purchase of 4,658 shares of treasury stock - - - (125) - (125) Tax benefit associated with the exercise of employee options and warrants - 292 - - - 292 Dividends declared - (576) - - - (576) Foreign currency adjustment - - - - (4) (4) Net income - - - - 8,783 8,783 Balance at September 30, 1996 $ 146 $254,960 $ (33) $(5,496) $(20,623) $228,954 ======== ======== ======= ======= ======== ======= See accompanying notes to consolidated financial statements.
ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation Ethan Allen Interiors Inc. (the "Company") is a Delaware corporation incorporated on May 25, 1989. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Ethan Allen Inc. ("Ethan Allen") and Ethan Allen's subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. All of Ethan Allen's capital stock is owned by the Company. The Company has no other assets or operating results other than those associated with its investment in Ethan Allen. (2) Interim Financial Presentation All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. In the opinion of the Company, all adjustments, consisting only of normal recurring accruals necessary for fair presentation, have been included in the financial statements. The results of operations for the three months ended September 30, 1996, are not necessarily indicative of results for the fiscal year. (3) Inventories Inventories at September 30 and June 30, 1996 are summarized as follows (dollars in thousands): September 30, June 30, 1996 1996 ----------- --------- Retail merchandise $ 28,240 $ 28,695 Finished products 33,646 39,146 Work in process 12,656 12,803 Raw materials 27,482 26,580 -------- -------- $102,024 $107,224 ======== ======= (4) Plant, Property and Equipment Held for Sale Property and plants held for resale are recorded at lower of cost or net realizable values. As of July 1, 1996, the Company adopted FAS 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets To Be Disposed Of." The adoption of this standard did not have a material impact on the Company's financial position or its results of operations. ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) (5) Contingencies The Company has been named as a potentially responsible party ("PRP") for the cleanup of four sites currently listed or proposed for inclusion on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"). Numerous other parties have been identified as PRP at these sites. The Company believes its share of waste contributed to these sites is small in relation to the total; however, liability under "CERCLA" may be joint and several. The Company has total reserves of $500,000 applicable to these sites. With respect to all of these sites, the Company believes that it is not a major contributor based on the very small volume of waste generated by the Company in relation to the total volume at the site. For three of the sites, the site assessment is at a very early stage and there has been no allocation of responsibility among the parties. Environmental assessment activity with respect to these sites is expected to continue over the next few years. With respect to the fourth site, final allocation is in the process of being negotiated. (6) Wholly-Owned Subsidiary The Company owns all of the outstanding stock of Ethan Allen, has no material assets other than its ownership of Ethan Allen stock, and conducts all significant operating transactions through Ethan Allen. The Company has guaranteed Ethan Allen's obligation under the Credit Agreement and the Senior Notes and has pledged all the outstanding capital stock of Ethan Allen to secure its guarantee under its Credit Agreement. The condensed balance sheets of Ethan Allen as of September 30 and June 30, 1996 are as follows (dollars in thousands): September 30, June 30, 1996 1996 ------------- ----------- Assets ------ Current assets $167,591 $168,261 Non-current assets 229,637 231,163 -------- -------- Total assets $397,228 $399,424 ======= ======= Liabilities ----------- Current liabilities $ 62,160 $ 58,517 Non-current liabilities 101,437 116,553 ------- ------- Total liabilities $163,597 $175,070 ======= ======= ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) A summary of Ethan Allen's operating activity for the three months ended September 30, 1996 and 1995 is as follows (dollars in thousands): Three Months Ended September 30, 1996 1995 -------- -------- Net sales $132,355 $116,941 Gross profit 54,578 45,471 Operating income 16,420 9,915 Interest expense 1,591 2,553 Amortization of deferred financing costs 221 109 Income before income tax expense 14,656 7,554 Net income 8,800 4,527 (7) Business Reorganization The Company implemented a business reorganization ("Reorganization") effective July 1, 1995, which permitted a separation of manufacturing operations from distribution and store operations. This has given the Company additional flexibility to permit it to reduce its aggregate state corporate income tax liability by allocating income to the operations responsible for generating such income thereby reducing the Company's effective tax rate. The Company believes that the separation of manufacturing operations from distribution and store operations will also provide for improved measures of performance, including profitability of operations and return on assets, by allowing the Company to more easily allocate income, expenses and assets to the separate operations of the Company's business. The Reorganization consists principally of the following elements: (i) the contribution of Ethan Allen's manufacturing equipment to Ethan Allen Manufacturing Corporation ("EAMC"), which is a wholly-owned subsidiary of the Company (ii) the execution of operating lease arrangements between EAMC and Ethan Allen for real property used in manufacturing operations (iii) the contribution by Ethan Allen of certain of Ethan Allen's trademarks and service marks, design patents and related assets to Ethan Allen Finance Corporation ("EAFC") which is a wholly-owned subsidiary of Ethan Allen, (iv) the full and unconditional guarantee on a senior unsecured basis of Ethan Allen's obligations under Ethan Allen's Credit Agreement and 8-3/4% Senior Notes due 2001 by each of EAMC and EAFC and Andover Woods Products Inc. ("Andover", an existing wholly-owned subsidiary of the Company) (collectively,"Guarantor Subsidiaries"), (v) the amendment of the Company's existing guarantee of Ethan Allen's obligations under the Senior Notes and the Indenture to include a guarantee of each Guarantor Subsidiary's obligations under its subsidiary ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) guarantee, (vi) the execution of a management agreement and a service mark licensing agreement and a trademark licensing agreement between EAMC and EAFC, (vii) the execution of a management agreement between Ethan Allen and EAFC and (viii) the execution of a manufacturing agreement between Ethan Allen and EAMC. Ethan Allen continues to own its headquarters building in Danbury, Connecticut, the real property associated with EAMC's manufacturing operations and the assets and liabilities associated with the Ethan Allen-owned retail operations and Ethan Allen's distribution, service and home delivery operations. The summarized historical combined balance sheet information for the Guarantor Subsidiaries at September 30, 1996 and at June 30, 1996 is as follows (dollars in thousands): September 30, June 30, Assets 1996 1996 ------ -------------- --------- Current assets $ 54,953 $ 46,394 Non-current assets 165,443 164,602 ------- ------- Total assets $220,396 $210,996 ======= ======= Liabilities Current liabilities $ 23,252 $ 21,346 Non-current liabilities 17,939 17,939 ------- ------- Total liabilities $ 41,191 $ 39,285 ======= ======= Summarized historical combined operating activity for the three months ended September 30, 1996 and 1995 is as follows (dollars in thousands): Three Months Ended September 30, 1996 1995 --------- --------- Net sales $ 77,413 $ 67,965 Gross profit 15,680 10,756 Operating income 11,289 6,863 Income before interest expense and income taxes 12,407 7,951 Income before income taxes 12,387 7,883 Net income 7,494 4,769 ETHAN ALLEN INTERIORS INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) The summarized historical financial information for the Guarantor Subsidiaries above, has been derived from the financial statements of the Company. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Ethan Allen's revenues are comprised of wholesale sales to dealer-owned stores and retail sales of Ethan Allen-owned stores as follows (dollars in millions): Three Months Ended September 30, 1996 1995 --------- ---------- Revenues: Net wholesale sales to dealer- owned stores $ 86.1 $ 77.8 Net retail sales of Ethan Allen- owned stores 40.2 34.8 Other revenues 6.0 4.3 ----- ----- Total $132.3 $116.9 ===== ===== Three Months Ended September 30, 1996 Compared to Three Months Ended September 30, 1995 Sales for the three months ended September 30, 1996 increased by $15.4 million, or 13.2%, over the corresponding period in the prior year to $132.3 million. Net sales to dealer-owned stores increased by $8.3 million, or 10.7% to $86.1 million, and net retail sales by Ethan Allen-owned stores increased by $5.4 million, or 15.5% to $40.2 million. Sales growth has resulted from newer product offerings, a coordinated advertising program, 95% brand awareness, and growth in international sales. In addition, sales growth can be attributed to the strengthening of the Company's existing retail base through relocations and store renovations. At September 30, 1996, there were 288 total stores, of which 231 were dealer-owned, as compared to 296 total stores, of which 236 were dealer-owned at September 30, 1995. The net decrease in the number of stores is primarily due to the closing of 14 smaller, under-performing stores in Japan, which were replaced by 3 larger, high-volume stores in fiscal 1996. The increase in retail sales by Ethan Allen-owned stores is attributable to a 12.5%, or $4.1 million, increase in comparable store sales, and an increase in sales generated by newly opened or acquired stores of $2.0 million, partially offset by closed stores, which generated $.7 million less in sales in the three months ended September 30, 1996, as compared to the three months ended September 30, 1995. Comparable stores are stores that, if newly opened, have been open for at least 15 months. Ethan Allen's retail business is principally special order and minimal net sales are generated during the first three months of operations of newly opened stores. Stores acquired from dealers by Ethan Allen are included in comparable store sales in their thirteenth full month of Ethan Allen-owned operations. Gross profit for the three months ended September 30, 1996 increased by $9.1 million from the three months ended September 30, 1995 to $54.6 million. This increase is attributable to higher sales volumes, combined with an increase in gross margin to 41.2% in the three months ended September 30, 1996 from 38.9% in the three months ended September 30, 1995. Gross margins have been favorably impacted by greater manufacturing efficiencies, the full benefit of recent price increases and a higher proportionate percentage of retail sales to total sales, partially offset by an increase in lumber and other raw material costs and higher employee benefit costs. Selling, general and administrative expenses increased $2.6 million from $35.6 million, or 30.4% of net sales, in the three months ended September 30, 1995 to $38.2 million, or 28.8% of net sales, in the three months ended September 30, 1996. This increase is attributable principally to an increase in operating expenses of the Company's retail division of $1.3 million due to higher sales volumes. Wholesale operating expenses also increased due to higher sales volumes and increased employee benefit costs. Operating income for the three months ended September 30, 1996 was $16.4 million, an increase of $6.5 million as compared to the three months ended September 30, 1995. Wholesale operating income was $15.3 million for the three months ended September 30, 1996, reflecting an increase of $5.7 million as compared to the prior year quarter. This increase is attributable to higher sales volumes and increased gross margins. Retail operating income was $1.3 million in the three months ended September 30, 1996, as compared to break-even in the corresponding period in the prior year. The higher retail sales volumes and improved gross margin were partially offset by higher operating expenses primarily due to the higher sales volumes. Interest expense, including amortization of deferred financing costs, for the three months ended September 30, 1996 decreased by $.9 million to $1.8 million from $2.7 million in the three months ended September 30, 1995, due to lower debt balances outstanding. Income tax expense of $5.9 million, or an effective tax rate of 40.0%, was recorded for the three months ended September 30, 1996, as compared to $3.0 million, or an effective tax rate of 40.2%, in the prior year quarter. For the three months ended September 30, 1996, the Company recorded net income of $8.8 million compared to net income for the three months ended September 30, 1995 of $4.5 million. Financial Condition and Liquidity Principal sources of liquidity are cash flow from operations and additional borrowing capacity under the revolving credit facility. Net cash provided by operating activities totaled $20.9 million this quarter as compared to $11.7 million in the three months ended September 30, 1995. The increase is principally due to a $4.3 million increase in net income, a $1.9 million increase in accounts receivable in the three months ended September 30, 1996, as compared to a $4.9 million increase in the three months ended September 30, 1995, and a $1.1 million increase in prepaid and other current assets in the three months ended September 30, 1996, as compared to a $2.3 million increase in the prior year quarter. At September 30, 1996, the Company had working capital of $104.8 million and a current ratio of 2.67 to 1. During the three months ended September 30, 1996, capital spending totaled $5.1 million as compared to $3.1 million in the three months ended September 30, 1995. Capital expenditures in fiscal 1996 are anticipated to be approximately $18.0 million. The Company anticipates that cash from operations will be sufficient to fund this level of capital expenditures. The increased level of anticipated capital spending, which is attributable primarily to manufacturing efficiency improvements and scheduled new store openings, is expected to continue for the foreseeable future. Total debt outstanding at September 30, 1995 is $70.3 million. The Company's balance under its revolving credit facility at September 30, 1996 was $.5 million. Trade and standby letters of credit of $13.3 million were also outstanding as of September 30, 1996. Other debt includes $53.6 million of outstanding Senior Notes which have a final maturity in 2001, with no scheduled amortization prior to final maturity. The Senior Notes may not be redeemed at the option of the Company until March 15, 1998. Therefore, the Company does not anticipate that any Senior Notes will be repaid for at least two years; however, the Company may from time to time, either directly or through agents, repurchase its Senior Notes in the open market, through negotiated purchases or otherwise, at prices and on terms satisfactory to the Company. During the quarter ended September 30, 1996, During the fiscal year ended June 30, 1996, the Company closed on loan commitments in the aggregate amount of approximately $1.4 million related to the modernization of its Beecher Falls manufacturing facility. Loans made pursuant to these commitments will bear interest at rates of 3 to 8% and will have maturities of 7 to 30 years. The loans will have a first and second lien in respect of equipment financed by such loans and a first and second mortgage interest in respect of a building, the construction of which was financed by such loans. Interest and principal on such loans will be paid monthly, commencing July 26, 1996, and October 15, 1996. As of June 30, 1996, the Company received $500,000 of loan proceeds which was included in long term debt at year end. During the quarter ended September 30, 1996, loan proceeds in the amount of $440,000 were received and are included in long term debt at September 30, 1996. As of September 30, 1995, aggregate scheduled maturities of long-term debt for each of the next five fiscal years are $.1 million, $.4 million, $7.1 million, $62.2 million and $.2 million, respectively. Management believes that its cash flow from operations, together with its other available sources of liquidity, will be adequate to make all required payments of principal and interest on its debt, to permit anticipated capital expenditures and to fund working capital and other cash requirements. The Company may also, from time to time, either directly or through agents, repurchase its common stock in the open market through negotiated purchases or otherwise, at prices and on terms satisfactory to the Company. During the quarter ended September 30, 1996, 4,658 shares were purchased at an average price of $26.76 per share. Depending on market prices and other conditions relevant to the Company, such purchases may be discontinued at any time. PART II. OTHER INFORMATION Item 1. - Legal Proceedings There has been no change to matters discussed in Business-Legal Proceedings in Company's Form 10-K as filed with the Securities and Exchange Commission on September 27, 1996. Item 2. - Changes in Securities There has been no change to matters discussed in Description and Ownership of Capital Stock in the Company's Form 10-K as filed with the Securities and Exchange Commission on September 27, 1996. Item 6. - Exhibits and Reports on Form 8-K (a) 11. - Statement re Computation of Per Share Earnings (b) 27. - Financial Data Schedule SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ETHAN ALLEN INTERIORS INC. -------------------------- (Registrant) DATE: 11/14/96 BY: /s/ M. Farooq Kathwari -------- M. Farooq Kathwari Chairman of the Board President and Chief Executive Officer (Principal Executive Officer) DATE: 11/14/96 BY: /s/ Edward P. Schade -------- Edward P. Schade Vice President & Treasurer (Principal Financial Officer) DATE: 11/14/96 BY: /s/ Gerardo Burdo -------- Gerardo Burdo Corporate Controller (Principal Accounting Officer) INDEX TO EXHIBITS 11. Computation of Per Share Earnings Page 21 27. Financial Data Schedule Page 22