8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

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

Date of Report:
(Date of earliest event reported)

April 21, 2004

____________________________

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

Delaware
(State or other Jurisdiction of Incorporation or Organization)

0-18927	75-2349915
(Commission File Number)	(IRS Employer Identification No.)

690 East Lamar Blvd.
Suite 200
Arlington, Texas 76011
(Address of Principal Executive
Offices and zip code)

(817) 265-4113
(Registrant’s telephone
number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 7. Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
Press Release

Item 7. Exhibits.

     Exhibit 99 Press Release, dated April 21, 2004.

Item 12. Results of Operations and Financial Condition.

     The information contained in Item 7 and this Item 12 is furnished to, but not filed with, the Securities and Exchange Commission pursuant to Item 12 of Form 8-K.

     On April 21, 2004, the Registrant issued a press release announcing its financial results for the third quarter ended March 31, 2004. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated herein by reference.

2

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 hereunto duly authorized.

	TANDY BRANDS ACCESSORIES, INC.
Date: April 21, 2004	By:	/s/ J.S.B. Jenkins
		J.S.B. Jenkins, President and Chief
		Executive Officer

3

EX-99

EXHIBIT 99

Tandy Brands Accessories, Inc.	Investor Relations:
J.S.B. Jenkins	Integrated Corporate Relations
President/Chief Executive Officer	Bill Zima (203) 222-9013
(817) 548-0090	Media Relations:
britt_jenkins@tandybrands.com	Monarch Communications, Inc.
	Jeff Siegel (516) 569-6144

TANDY BRANDS ACCESSORIES REPORTS
THIRD QUARTER 2004 RESULTS

ARLINGTON, TX, April 21, 2004 — Tandy Brands Accessories, Inc. (Nasdaq NM:TBAC) today announced financial results for the third quarter ended March 31, 2004.

For the third quarter of fiscal 2004, net sales totaled $42.6 million compared to $47.0 million for the same period last year. Net income for the third quarter of fiscal 2004 totaled $0.1 million, or $0.02 per diluted share, compared to net income of $1.0 million, or $0.17 per diluted share, for the same period last year.

For the nine months ended March 31, 2004, net sales were $171.0 million compared to $173.3 million for the same period in the prior year. Net income for the nine-month period totaled $6.9 million, or $1.08 per diluted share, compared to net income of $6.5 million, or $1.08 per diluted share, for the same period last year.

J. S. B. Jenkins, President and Chief Executive Officer, commented, “As anticipated and discussed in our last conference call, the downward pressure on retail inventory levels by major retailers and a challenging market for women’s mass merchant fashion accessories impacted our results during the quarter. Even so, we exceeded our latest earnings guidance for the third quarter and significantly exceeded expectations in balance sheet and cash flow performance. Our men’s accessories net sales for the quarter were up over 9% reflecting strong performance in our men’s and boy’s product categories. Unfortunately, our strong third quarter men’s sales performance was offset by lower than expected sales of women’s accessories, primarily to mass market retailers. Due to competitive market pressures and fewer item-driven trends, we anticipate that this situation will continue during the fourth quarter.”

The company now anticipates that fourth quarter net sales are likely to range between $39 and $44 million and earnings are likely to be within a range of $(0.03) loss to $0.02 per diluted share, compared to prior guidance for net sales of $44 to $46 million and for earnings of between $0.10 and $0.12 per diluted share.

Mr. Jenkins concluded, “Our balance sheet performance was above expectation during the third quarter, with improved positions in accounts receivable and inventory driving strong cash flow. On April 20, 2004, we paid our 3rd quarterly dividend of $0.025 per share to our shareholders.

We remain encouraged by our portfolio of brands and private label programs as well as with our growth initiatives for each of these businesses. Our leading position in several product classifications makes us a supplier and licensee of choice across a variety of distribution channels and we anticipate a return to normalized sales and earnings growth during the course of the upcoming fiscal year.”

Conference Call Information

Investors and interested parties will have the opportunity to listen to management’s discussion of Tandy Brands’ third quarter results in a conference call to be held today, Wednesday, April 21, 2004, at 10:00 a.m. ET. The dial-in number for the call is (888) 802-7345. For those who are unable to listen to the live broadcast, an audio replay of the call will be available through Tuesday, April 27, 2004, and can be accessed by dialing (877) 519-4471, passcode #4693033. A live webcast of the conference call will also be broadcast at: www.viavid.net.

About Tandy Brands Accessories, Inc.

Tandy Brands Accessories, Inc. designs, manufactures and markets fashion accessories for men, women and children. Key product categories include belts, wallets, handbags, suspenders, socks, scarves, sporting goods, and cold weather and hair accessories. Merchandise is sold under various national brand names as well as private labels to all major levels of retail distribution, including the ROLFS e-commerce web site at www.rolfs.net.

Safe Harbor Language

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted or expected results. Those risks include, among other things, the competitive environment in the industry in general and in the Company’s specific market areas, inflation, changes in costs of goods and services and economic conditions in general and in the Company’s specific market area. Those and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission.

(Tables to follow)

TANDY BRANDS ACCESSORIES, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2004			2003			2004			2003
Net sales	$	42,560		$	47,011		$	170,951		$	173,261
Cost of goods sold		27,177			30,499			111,857			112,735
Gross margin		15,383			16,512			59,094			60,526
Selling, general and administrative expenses		13,594			13,092			42,859			43,620
Depreciation and amortization		992			1,071			3,050			3,229
Total operating expenses		14,586			14,163			45,909			46,849
Operating income		797			2,349			13,185			13,677
Interest expense		(596	)		(670	)		(1,966	)		(2,187	)
Royalty, interest and other income		24			15			55			61
Income before provision for income taxes and cumulative effect of accounting change		225			1,694			11,274			11,551
Provision for income taxes		93			662			4,388			4,497
Net income before cumulative effect of accounting change		132			1,032			6,886			7,054
Cumulative effect of accounting change for SFAS No. 142, net of income taxes		—			—			—			(581	)
Net income	$	132		$	1,032		$	6,886		$	6,473
Earnings per common share:
Before accounting change	$	0.02		$	0.17		$	1.11		$	1.19
Cumulative effect of accounting change		0.00			0.00			0.00			(0.10	)
	$	0.02		$	0.17		$	1.11		$	1.09
Earnings per common share-assuming dilution:
Before accounting change	$	0.02		$	0.17		$	1.08		$	1.18
Cumulative effect of accounting change		0.00			0.00			0.00			(0.10	)
	$	0.02		$	0.17		$	1.08		$	1.08
Dividends declared per share	$	0.025		$	0.00		$	0.075		$	0.00
Common shares outstanding		6,283			5,976			6,199			5,930
Common shares outstanding shares-assuming dilution		6,430			6,069			6,367			6,020

TANDY BRANDS ACCESSORIES, INC.
Condensed Consolidated Balance Sheets
(In thousands)

	March 31,			June 30,
	2004			2003
ASSETS	(Unaudited)			(Unaudited)
Current assets:
Cash and cash equivalents	$	23,013		$	3,814
Accounts receivable, net		35,214			41,672
Inventories		50,378			62,156
Deferred income taxes		4,316			4,757
Other current assets		1,159			1,250
Total current assets		114,080			113,649
Property, plant and equipment, at cost:
Property and equipment, at cost		34,085			31,885
Accumulated depreciation		(19,463	)		(17,261	)
Net property, plant and equipment		14,622			14,624
Goodwill, net of accumulated amortization		11,682			11,641
Other intangibles, less amortization		4,625			4,900
Other noncurrent assets		1,303			1,716
TOTAL ASSETS	$	146,312		$	146,530
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,139		$	14,522
Accrued expenses		7,748			9,996
Total current liabilities		13,887			24,518
Notes payable		30,000			30,000
Deferred income taxes		2,074			1,776
Other noncurrent liabilities		206			182
Total liabilities		46,167			56,476
Stockholders’ equity:
Common stock		6,281			6,019
Additional paid-in capital		26,564			23,802
Cumulative other comprehensive income and unearned compensation on restricted stock		(550	)		(1,196	)
Retained earnings		67,850			61,429
Total stockholders’ equity		100,145			90,054
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	146,312		$	146,530