8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 8-K

Current ReportPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 28, 2010
ETHAN ALLEN INTERIORS INC.
(Exact name of registrant as specified in its charter)

Delaware	1-11692	06-1275288
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Ethan Allen Drive Danbury, CT	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 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 28, 2010, Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) issued a press release which contained certain preliminary operating results for the quarter ended March 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

On April 28, 2010, 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, 2010 and March 31, 2009 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 unusual income tax impacts, and the effects of restructuring, impairment, and transition charges recorded during fiscal 2010 as a result of the Company’s decision to consolidate facilities and convert case goods to a custom manufactured product, and during fiscal 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.  

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press release dated April 28, 2010

1

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 28, 2010	By:	/s/ David R. Callen
			David R. Callen
			Vice President, Finance and
			Treasurer

2

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated April 28, 2010

3

EX-99.1

Exhibit 99.1

Ethan Allen Reports Results for Quarter Ended March 31, 2010

DANBURY, Conn.--(BUSINESS WIRE)--April 28, 2010--Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE:ETH) today reported operating results for the three and nine months ended March 31, 2010.

Three Months Ended March 31, 2010

Net delivered sales for the quarter ended March 31, 2010 were $147.3 million, up 5.0% from the prior year quarter. The Company’s Retail division delivered net sales of $107.1 million, increased 3.7% and the Wholesale division delivered net sales of $96.6 million, increased 9.7% from the prior year quarter. Total orders booked for the Retail division increased 18.6% while comparable design center orders were 23.7% higher than the prior year quarter.

The reported loss in the quarter was $0.9 million or a diluted loss per share of $0.03 compared with a loss the prior year quarter of $48.7 million or $1.69 per diluted share. Excluding restructuring, impairments, transition charges, and unusual income tax impacts in both periods, the current quarter loss was $1.5 million or $0.05 per diluted share compared to $13.4 million loss or $0.46 per diluted share the prior year quarter.

Nine Months Ended March 31, 2010

For the nine months ended March 31, 2010, net delivered sales totaled $426.8 million as compared to $535.6 million the prior year to date. Net delivered sales for the Company’s Retail division were $317.4 million versus $406.4 million the prior year. Wholesale net sales were $262.4 million versus $318.2 million the prior year.

The year to date loss as reported was $17.8 million or $0.61 per diluted share. This compares to the reported loss the prior year to date of $35.8 million or $1.24 per diluted share. Excluding restructuring, impairments, transition charges, and unusual income tax impacts in both periods, the diluted loss per share was $0.31 in the current year to date compared to $0.06 the prior year comparable period.

Farooq Kathwari, Chairman, President and CEO commented, “I am pleased that consolidated booked orders during the quarter ended March 31, 2010 totaled approximately $176 million and reflect a 20% increase from the depressed booked orders from the prior year quarter. Our backlogs at both retail and wholesale have substantially increased to more normal levels. The increase in orders reflects an improvement in consumer confidence and is due to the many initiatives we have taken including offering special savings from our everyday best prices. We are also pleased that during the last six months, we have added nearly 300 associates in our manufacturing and retail operations as we increase our capacity to meet the improved demand.”

Mr. Kathwari continued, “The ‘Great Recession’ has provided us an opportunity to examine every aspect of our business and undertake major improvements to all aspects of our vertically integrated structure. We have also focused on improving our liquidity. Our total cash, investments, and restricted cash at March 31, 2010 was $85 million; an increase of 61% since June 30, 2009.”

Mr. Kathwari further stated, “While we are gratified with the increase in booked orders during the quarter, the major progress in our initiatives, and the positive news of consumer confidence, we remain cautious as the improvement in the economy is still at an early stage with many uncertainties on the horizon.”

Analyst Conference Call

The Company will conduct a Conference Call at 11:00 AM (Eastern) on Wednesday, April 28th. The live webcast and replay are accessible via the Company’s website at http://ethanallen.com/investors.

About Ethan Allen

Ethan Allen Interiors Inc. is a leading interior design company and manufacturer and retailer of quality home furnishings. The Company offers free interior design service to its clients and sells a full range of furniture products and decorative accessories through ethanallen.com and a network of approximately 280 Design Centers in the United States and abroad. Ethan Allen owns and operates seven manufacturing facilities in North America, including five manufacturing plants and one sawmill in the United States and one manufacturing plant in Mexico. Approximately seventy percent of its products are made in its United States plants. For more information on Ethan Allen’s products and services, visit ethanallen.com.

This press release should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended June 30, 2009 and other reports filed with the Securities and Exchange Commission. This press release and related discussions contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect management’s current expectations concerning future events and results of the Company, and are subject to various assumptions, risks and uncertainties. Accordingly, actual future events or results could differ materially from those contemplated by the forward-looking statements. The Company assumes no obligation to update or provide revision to any forward-looking statement at any time for any reason.

Ethan Allen Interiors Inc.
Condensed Consolidated Income Statements
Unaudited
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
		03/31/10			03/31/09			03/31/10			03/31/09
Net sales	$	147,258		$	140,221		$	426,750		$	535,620
Cost of sales		75,231			74,171			227,390			255,828
Gross profit		72,027			66,050			199,360			279,792
Operating expenses:
Selling		37,321			42,251			109,541			146,274
General and administrative		37,129			42,781			112,024			131,806
Restructuring and impairment charge		400			55,725			1,989			54,121
Total operating expenses		74,850			140,757			223,554			332,201
Operating income (loss)		(2,823	)		(74,707	)		(24,194	)		(52,409	)
Interest and other miscellaneous income		894			806			2,711			3,019
Interest expense and other related financing costs		2,979			2,985			8,938			8,818
Income (loss) before income taxes		(4,908	)		(76,886	)		(30,421	)		(58,208	)
Income tax expense (benefit)		(4,053	)		(28,212	)		(12,649	)		(22,444	)
Net income (loss)	$	(855	)	$	(48,674	)	$	(17,772	)	$	(35,764	)
Basic earnings per common share:
Net income (loss) per basic share	$	(0.03	)	$	(1.69	)	$	(0.61	)	$	(1.24	)
Basic weighted average shares outstanding		29,016			28,861			28,953			28,768
Diluted earnings per common share:
Net income (loss) per diluted share	$	(0.03	)	$	(1.69	)	$	(0.61	)	$	(1.24	)
Diluted weighted average shares outstanding		29,016			28,861			28,953			28,768

Ethan Allen Interiors Inc.
Condensed Consolidated Balance Sheets
Unaudited
(in thousands)
	March 31,		June 30,
		2010		2009
Assets
Current assets:
Cash and cash equivalents	$	71,925	$	52,960
Marketable securities		2,023		-
Accounts receivable, net		15,725		13,086
Inventories		140,369		156,519
Prepaid expenses & other current assets		12,163		21,060
Deferred income taxes		16,442		8,077
Total current assets		258,647		251,702
Property, plant and equipment, net		310,578		333,599
Intangible assets, net		45,128		45,128
Restricted cash and investments		11,300		-
Other assets		18,733		16,056
Total Assets	$	644,386	$	646,485
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt		43		42
Customer deposits		49,278		31,691
Accounts payable		23,862		22,199
Accrued expenses & other current liabilities		55,642		58,531
Total current liabilities		128,825		112,463
Long-term debt		203,194		203,106
Other long-term liabilities		23,817		24,993
Total liabilities		355,836		340,562
Shareholders' equity		288,550		305,923
Total Liabilities and Shareholders' Equity	$	644,386	$	646,485

Ethan Allen Interiors Inc.
Selected Financial Information
Unaudited
(in millions)
Selected Consolidated Financial Data:
	Three Months Ended						Nine Months Ended
		03/31/10			03/31/09			03/31/10			03/31/09
Net sales	$	147.3		$	140.2		$	426.8		$	535.6
Gross margin		48.9	%		47.1	%		46.7	%		52.2	%
Operating margin		-1.9	%		-53.3	%		-5.7	%		-9.8	%
Operating margin (ex restructuring, impairment &
transition charges )		-0.2	%		-13.5	%		-1.8	%		0.3	%
Net income (loss)		($0.9	)		($48.7	)		($17.8	)		($35.8	)
Net income (loss) (ex restructuring, impairment &
transition charges )		($1.5	)		($13.4	)		($8.8	)		($1.6	)
Operating cash flow	$	12.8			($1.9	)	$	33.6		$	13.8
Capital expenditures	$	2.3		$	4.3		$	7.6		$	20.5
Acquisitions	$	0.0		$	0.1		$	0.0		$	0.7
Treasury stock repurchases (settlement
date basis)	$	0.0		$	0.0		$	0.0		$	0.0
EBITDA	$	3.4			($67.7	)	$	1.7			($31.1	)
EBITDA as % of net sales		2.3	%		-48.3	%		0.4	%		-5.8	%
EBITDA (ex restructuring, impairment and
transition charges )	$	5.9			($12.0	)	$	11.5		$	23.0
EBITDA as % of net sales (ex restructuring,
impairment and transition charges )		4.0	%		-8.5	%		2.7	%		4.3	%
Selected Financial Data by Business Segment:
	Three Months Ended						Nine Months Ended
		03/31/10			03/31/09			03/31/10			03/31/09
Retail
Net sales	$	107.1		$	103.3		$	317.4		$	406.4
Operating margin		-9.7	%		-69.6	%		-9.9	%		-19.2	%
Operating margin (ex restructuring, impairment &
transition charges )		-9.3	%		-21.0	%		-9.2	%		-7.4	%
Wholesale
Net sales	$	96.6		$	88.1		$	262.4		$	318.2
Operating margin		7.0	%		-6.9	%		1.2	%		4.5	%
Operating margin (ex restructuring, impairment &
transition charges )		9.2	%		-0.7	%		6.6	%		6.4	%

Ethan Allen Interiors Inc.
GAAP Reconciliation
Three and Nine Months Ended March 31, 2010 and 2009
Unaudited
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	March 31,						March 31,
		2010			2009			2010			2009
Net Income / Earnings Per Share
Net income (loss)	$	(855	)	$	(48,674	)	$	(17,772	)	$	(35,764	)
Add: restructuring, impairment and transition charges
(credit), net of related tax effect		1,591			35,278			10,478			34,156
Unusual income tax impacts		(2,261	)		-			(1,545	)		-
Net income (loss) (excluding restructuring impairment and
transition charges)	$	(1,525	)	$	(13,396	)	$	(8,839	)	$	(1,608	)
Earnings (loss) per basic share	$	(0.03	)	$	(1.69	)	$	(0.61	)	$	(1.24	)
Earnings (loss) per basic share (excluding restructuring,
impairment and transition charges (credit))	$	(0.05	)	$	(0.46	)	$	(0.31	)	$	(0.06	)
Basic weighted average shares outstanding		29,016			28,861			28,953			28,768
Earnings (loss) per diluted share	$	(0.03	)	$	(1.69	)	$	(0.61	)	$	(1.24	)
Earnings (loss) per diluted share (excluding restructuring,
impairment and transition charges (credit))	$	(0.05	)	$	(0.46	)	$	(0.31	)	$	(0.06	)
Diluted weighted average shares outstanding		29,016			28,861			28,953			28,768
Consolidated Operating Income / Operating Margin
Operating income (loss)	$	(2,823	)	$	(74,707	)	$	(24,194	)	$	(52,409	)
Add: restructuring, impairment and transition
charges (credit)		2,506			55,725			16,501			54,121
Operating income (loss) (excluding restructuring,
impairment and transition charges)	$	(317	)	$	(18,982	)	$	(7,693	)	$	1,712
Net sales	$	147,258		$	140,221		$	426,750		$	535,620
Operating margin		-1.9	%		-53.3	%		-5.7	%		-9.8	%
Operating margin (excluding restructuring, impairment
and transition charges)		-0.2	%		-13.5	%		-1.8	%		0.3	%
Wholesale Operating Income / Operating Margin
Wholesale operating income (loss)	$	6,737		$	(6,068	)	$	3,099		$	14,396
Add: restructuring, impairment and transition
charges (credit)		2,108			5,473			14,287			5,881
Wholesale operating income (excluding restructuring,
impairment and transition charges)	$	8,845		$	(595	)	$	17,386		$	20,277
Wholesale net sales	$	96,594		$	88,072		$	262,374		$	318,215
Wholesale operating margin		7.0	%		-6.9	%		1.2	%		4.5	%
Wholesale operating margin (excluding restructuring,
impairment and transition charges)		9.2	%		-0.7	%		6.6	%		6.4	%
Retail Operating Income / Operating Margin
Retail operating income (loss)	$	(10,366	)	$	(71,920	)	$	(31,507	)	$	(78,156	)
Add: restructuring, impairment and transition
charges (credit)		398			50,252			2,214			48,240
Retail operating income (loss) (excluding restructuring,
impairment and transition charges (credit))	$	(9,968	)	$	(21,668	)	$	(29,293	)	$	(29,916	)
Retail net sales	$	107,113		$	103,305		$	317,386		$	406,358
Retail operating margin		-9.7	%		-69.6	%		-9.9	%		-19.2	%
Retail operating margin (excluding restructuring,
impairment and transition charges)		-9.3	%		-21.0	%		-9.2	%		-7.4	%

Ethan Allen Interiors Inc.
GAAP Reconciliation
Three and Nine Months Ended March 31, 2010 and 2009
Unaudited
(in thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	March 31,						March 31,
		2010			2009			2010			2009
EBITDA
Net income (loss)	$	(855	)	$	(48,674	)	$	(17,772	)	$	(35,764	)
Add: interest expense (income), net		2,745			2,704			8,242			7,777
Add: income tax expense (benefit)		(4,053	)		(28,212	)		(12,649	)		(22,444	)
Add: depreciation and amortization (including
accelerated depreciation)		5,519			6,477			23,849			19,285
EBITDA	$	3,356		$	(67,705	)	$	1,670		$	(31,146	)
Net sales	$	147,258		$	140,221		$	426,750		$	535,620
EBITDA as % of net sales		2.3	%		-48.3	%		0.4	%		-5.8	%
EBITDA	$	3,356		$	(67,705	)	$	1,670		$	(31,146	)
Add: restructuring, impairment and transition
charges (credit)		2,506			55,725			9,871			54,121
Adjusted EBITDA	$	5,862		$	(11,980	)	$	11,541		$	22,975
Net sales	$	147,258		$	140,221		$	426,750		$	535,620
Adjusted EBITDA as % of net sales		4.0	%		-8.5	%		2.7	%		4.3	%

CONTACT:
Ethan Allen Interiors Inc.
Investor / Media:
David R. Callen, 203-743-8305
Vice President Finance & Treasurer