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
JUNE 30, 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

 

TUESDAY MORNING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

6250 LBJ Freeway
Dallas, Texas 75240

www.tuesdaymorning.com

 

(Address, including zip code, of principal executive offices)

 

(972) 387-3562

(Registrant’s telephone number, including area code)

 

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

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 June 30, 2003 and December 31, 2002
	Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2003 and 2002
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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 4 – Submission of Matters to a Vote of Security Holders
Item 6 – Exhibits and Reports on Form 8K

 

 

Tuesday Morning Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except for share data)

 

		June 30, 2003			December 31, 2002
Current assets:
Cash and cash equivalents		$	9,180		$	31,929
Inventories		163,468			134,947
Prepaid expenses and other current assets		4,822			4,265
Deferred income taxes		2,934			2,934
Total current assets		180,404			174,075
Property and equipment, at cost		128,541			124,366
Less accumulated depreciation		(58,266		)	(56,870		)
Net property and equipment		70,275			67,496
Deferred financing costs		2,526			2,879
Other assets		1,014			844
Total Assets		$	254,219		$	245,294
Current liabilities:
Current portion – long-term debt		$	—		$	650
Accounts payable		62,631			59,075
Accrued liabilities		26,000			25,790
Income taxes payable		—			13,365
Total current liabilities		88,631			98,880
Revolving credit facility		10,000			—
Long-term debt, excluding current portion		69,000			72,574
Deferred income taxes		4,665			4,665
Total Liabilities		172,296			176,119
Commitments and contingencies:
Shareholders’ equity:
Common stock, par value $.01 per share, authorized 100,000,000 shares; 40,462,755 shares issued and outstanding at June 30, 2003 and 40,224,323 shares at December 31, 2002		405			402
Additional paid-in capital		177,436			177,118
Accumulated deficit		(96,159		)	(108,533		)
Accumulated other comprehensive income		241			188
Total Shareholders’ Equity		81,923			69,175
Total Liabilities and Shareholders’ Equity		$	254,219		$	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 June 30,						Six Months Ended June 30,
		2003			2002			2003			2002
Net sales		$	177,413		$	161,438		$	327,767		$	294,362
Cost of sales		115,436			107,085			208,538			189,513
Gross profit		61,977			54,353			119,229			104,849
Selling, general and administrative expenses		49,719			43,903			94,914			83,633
Operating income		12,258			10,450			24,315			21,216
Other income (expense):
Interest income		28			56			57			185
Interest expense		(2,299		)	(3,152		)	(4,702		)	(6,777		)
Other income (expense)		237			78			456			411
		(2034		)	(3,018		)	(4,189		)	(6,181		)