UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED
March 31, 2003

 

OR

 

o  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 0-19658

 

 

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.

Yes ý No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and Private Securities Litigation Reform Act of 1995.  These statements may be found throughout this Form 10-Q particularly under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among others.  Forward-looking statements typically are identified by the use of terms such as “may, “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently.  You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or state other “forward-looking” information based on currently available information.

 

Readers are referred to the caption “Risk Factors” appearing at the end of Item I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 for additional factors that may affect our forward-looking statements.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.  We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

 

The terms “Tuesday Morning,” “we,” “us” and “our” as used in this Quarterly Report on Form 10-Q refer to Tuesday Morning Corporation and its subsidiaries.

 

 

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
	Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002
	Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002
	Notes to Consolidated Financial Statements
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
Item 4 – Controls and Procedures
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Item 2 – Changes in Securities and Use of Proceeds
Item 3 – Defaults upon Senior Securities
Item 4 – Submission of Matters to a Vote of Security Holders
Item 6 – Exhibits and Reports

 

 

Tuesday Morning Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except for share data)

 

		March 31, 2003			Dec. 31, 2002
ASSETS
Current assets:
Cash and cash equivalents		$	17,113		$	31,929
Inventories		158,126			134,947
Prepaid expenses and other current assets		4,453			4,265
Deferred income taxes		2,934			2,934
Total current assets		182,626			174,075
Property and equipment, at cost		127,837			124,366
Less accumulated depreciation		(59,066		)	(56,870		)
Net property and equipment		68,771			67,496
Due from officers		—			—
Deferred financing costs		2,702			2,879
Other assets		841			844
Total Assets		$	254,940		$	245,294
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion – long-term debt		$	—		$	650
Accounts payable		52,889			59,075
Accrued liabilities		28,374			25,790
Income taxes payable		4,837			13,365
Total current liabilities		86,100			98,880
Revolving credit facility		20,000			—
Long-term debt, excluding current portion		69,000			72,574
Deferred income taxes		4,665			4,665
Total Liabilities		179,765			176,119
Commitments and contingencies
Shareholders’ equity:
Common stock, par value $.01 per share, authorized 100,000,000 shares; 40,330,593 and 39,827,505 shares issued and outstanding at March 31, 2003 and 2002, respectively and 40,224,323 shares at December 31, 2002		403			402
Additional paid-in capital		177,129			177,118
Accumulated deficit		(102,451		)	(108,533		)
Accumulated other comprehensive income		94			188
Total Shareholders’ Equity		75,175			69,175
Total Liabilities and Shareholders’ Equity		$	254,940		$	245,294

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

Tuesday Morning Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

 

		Three Months Ended March 31,
		2003			2002
Net sales		$	150,355		$	132,924
Cost of sales		93,103			82,428
Gross profit		57,252			50,496
Selling, general and administrative expenses		45,194			39,738
Operating income		12,058			10,758
Other income (expense):
Interest income		28			129
Interest expense.		(2,402		)	(3,625		)
Other income (expense)		219			333
		(2,155		)	(3,163		)
Income before income taxes		9,903			7,595
Income tax expense		3,820			2,925
Net income		$	6,083		$	4,670
Earnings Per Share