Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

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 Securities 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.

 

	Class		Outstanding at April 26, 2004
	Common Stock, par value $0.01 per share		41,045,185

 

 

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, 2003 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, 2004 and December 31, 2003
Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003
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 5 – Other Information
Item 6 – Exhibits and Reports  on Form 8-K

 

 

Tuesday Morning Corporation

Consolidated Balance Sheets

(In thousands, except for share data)

 

		March 31, 2004			Dec. 31, 2003
ASSETS
Current assets:
Cash and cash equivalents		$	7,096		$	23,536
Inventories		195,194			143,023
Prepaid expenses and other current assets		5,355			4,948
Deferred income taxes		5,106			5,106
Total current assets		212,751			176,613
Property and equipment, net		78,484			74,875
Deferred financing costs		806			907
Other assets		998			999
Total Assets		$	293,039		$	253,394
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit facility		$	7,000		$	—
Accounts payable		83,256			66,091
Accrued liabilities		30,133			36,321
Income taxes payable		6,490			13,247
Total current liabilities		126,879			115,659
Revolving credit facility, excluding current portion		20,000			—
Deferred income taxes		5,641			5,641
Total Liabilities		152,520			121,300
Commitments and contingencies
Shareholders’ equity:
Senior exchangeable preferred stock, par value $.01 per share, authorized 10,000,000 shares, none issued or outstanding		—			—
Common stock, par value $.01 per share, authorized 100,000,000 shares;  41,045,185 shares issued and outstanding at March 31, 2004 and 40,923,737 shares at December 31, 2003		410			409
Additional paid-in capital		186,769			186,455
Accumulated deficit		(46,683		)	(54,872		)
Accumulated other comprehensive income		23			102
Total Shareholders’ Equity		140,519			132,094
Total Liabilities and Shareholders’ Equity		$	293,039		$	253,394

 

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

 

1

 

Tuesday Morning Corporation

Consolidated Statements of Income

(In thousands, except per share data)

 

		Three Months Ended March 31,
		2004			2003
Net sales		$	168,597		$	150,355
Cost of sales		102,585			93,103
Gross profit		66,012			57,252
Selling, general and administrative expenses		52,531			45,194
Operating income		13,481			12,058
Other income (expense):
Interest income		4			28
Interest expense		(411		)	(2,402		)
Other income (expense)		241			219
		(166		)	(2,155		)
Income before income taxes		13,315			9,903
Income tax expense		5,126			3,820
Net income		$	8,189		$	6,083
Earnings Per Share
Net income per common share:
Basic		$	0.20		$	0.15
Diluted		$	0.20		$