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 22, 2005

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

Delaware	0-18927	75-2349915
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation or organization)		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)

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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.02 Results of Operations and Financial Condition.

      Pursuant to Item 2.02 of Form 8-K, the information contained in Item 9.01(c) and this Item 2.02 is furnished to, but not filed with, the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and, therefore, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

      On April 22, 2005, the Registrant issued a press release announcing its financial results for the third quarter ended March 31, 2005. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated herein by reference.

Item 8.01 Other Events.

      The Board of Directors of the Registrant on April 21, 2005, declared a quarterly dividend of $0.0275 per common share that will be payable July 20, 2005, to shareholders of record at the close of business on June 30, 2005. A copy of a press release announcing the dividend is attached hereto as Exhibit 99.

Item 9.01(c) Exhibits.

Exhibit 99 Press Release, dated April 22, 2005.

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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 22, 2005	By:	/s/ J.S.B. Jenkins
		J.S.B. Jenkins
		President and Chief Executive Officer

3

EX-99.1

EXHIBIT 99

Tandy Brands Accessories, Inc.	Investor Relations:
J.S.B. Jenkins	Integrated Corporate Relations
President/Chief Executive Officer	Bill Zima (203) 682-8200
(817) 548-0090	Media Relations:
britt_jenkins@tandybrands.com	Monarch Communications, Inc.
	Jeff Siegel (516) 569-4271

TANDY BRANDS ACCESSORIES REPORTS
THIRD QUARTER 2005 RESULTS

-Announces Eighth Consecutive Quarterly Dividend-

ARLINGTON, TX, April 22, 2005 – Tandy Brands Accessories, Inc. (Nasdaq NM:TBAC) today announced financial results for the third quarter ended March 31, 2005.

For the third quarter of fiscal 2005, net sales increased 3.2% to $43.9 million compared to $42.6 million for the same period last year. The company reported a net loss for the third quarter of $997,000 or $0.16 per diluted share compared to net income of $132,000 or $0.02 per share in the prior year’s third quarter. These results are in line with the financial results previously announced on April 15^th.

For the nine months ended March 31, 2005, net sales were $178.4 million compared to $171.0 million for the same period in the prior year. Net income for the nine-month period totaled $6.1 million, or $0.93 per diluted share, compared to net income of $6.9 million, or $1.08 per diluted share, for the same period last year.

J. S. B. Jenkins, President and Chief Executive Officer, commented, “As we previously announced on April 15^th, we did not meet our plan for the third quarter of fiscal 2005. The net loss we experienced in the third quarter was a result of softer than expected sales during March, particularly in our women’s mass merchant accessory business. Our results were also impacted by increased selling, general and administrative expenses and higher than anticipated return experience related to the ETON gift accessory business. While the gift accessory business did not meet our expectations due to returns in the third quarter, demand by the retail community remains strong. The number of gift programs recently established among key department stores and mass merchandise customers for Father’s Day and the holiday season is already better than we anticipated.”

Mr. Jenkins continued, “In order to improve the performance in our women’s segment, the company will be restructuring and consolidating its sales, merchandising, and administrative efforts related to the women’s mass merchant and department store business units. These activities are expected to result in one-time, non-operational charges related to severance of approximately $0.02 per share that will impact reported results for the fourth quarter.”

The company anticipates fourth quarter net sales to be in the range of $41 million to $44 million and a net loss to be in the range of $0.12 to $0.17 per diluted share. The net loss for the fourth quarter excludes any potential non-cash charge related to goodwill impairment in connection with the company’s women’s mass merchant accessory business unit that may result as part of the company’s annual goodwill assessment. For the 2005 fiscal year, the company anticipates net sales to be in the range of $219 to $223 million and earnings to be within a range of $0.75 to $0.80 per diluted share.

The company also announced today that the Board of Directors approved a quarterly dividend of $0.0275 per common share that will be payable July 20, 2005, to shareholders of record at the close of business on June 30, 2005.

Mr. Jenkins concluded, “We believe very strongly in the market opportunities for our core business segments. Our men’s business continues to perform beyond expectations and we continue to gain ground with many of our new initiatives. These efforts have enhanced our product offering and have allowed us to increase our penetration in the department store and mass merchant channels. The opportunities associated with our gift business are excellent and our financial performance remains above plan. We are taking the appropriate steps to improve the performance in our women’s business and believe that our planned initiatives will better position the company for the future. We are proud to be paying our eighth consecutive quarterly dividend and remain committed to building value for our shareholders.”

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, Friday, April 22, 2005, at 10:00 a.m. ET. The dial-in number for the call is (913) 981-4911. For those who are unable to listen to the live broadcast, an audio replay of the call will be available through Friday, April 29, 2005, and can be accessed by dialing (719) 457-0820, passcode #5497798. 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, neckwear, gifts, 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 Operations
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2005			2004			2005			2004
Net sales	$	43,905		$	42,560		$	178,368		$	170,951
Cost of goods sold		27,839			27,177			112,211			111,857
Gross margin		16,066			15,383			66,157			59,094
Selling, general and administrative expenses		16,112			13,594			51,832			42,859
Depreciation and amortization		1,393			992			3,713			3,050
Total operating expenses		17,505			14,586			55,545			45,909
Operating income (loss)		(1,439	)		797			10,612			13,185
Interest expense		(313	)		(596	)		(971	)		(1,966	)
Royalty, interest and other income		40			24			208			55
Income (loss) before provision for income taxes		(1,712	)		225			9,849			11,274
Provision (benefit) for income taxes		(715	)		93			3,741			4,388
Net income (loss)	$	(997	)	$	132		$	6,108		$	6,886
Earnings (loss) per common share:	$	(0.16	)	$	0.02		$	.97		$	1.11
Earnings (loss) per common share-assuming dilution:	$	(0.16	)	$	0.02		$	.93		$	1.08
Dividends declared per share	$	0.0275		$	.0250		$	0.0825		$	.0750
Common shares outstanding		6,374			6,283			6,317			6,199
Common shares outstanding shares-assuming dilution		6,374			6,430			6,570			6,367

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

	March 31,			June 30,
	2005			2004
	(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,196		$	6,086
Accounts receivable, net		39,067			33,427
Inventories		63,524			57,086
Deferred income taxes		4,882			4,009
Other current assets		1,796			1,613
Total current assets		111,465			102,221
Property, plant and equipment, at cost:
Property and equipment, at cost		37,213			34,581
Accumulated depreciation		(22,923	)		(20,206	)
Net property, plant and equipment		14,290			14,375
Goodwill, net of accumulated amortization		18,148			11,655
Other intangibles, less amortization		6,590			4,534
Supplemental Executive Retirement Plan intangible asset		1,255			1,255
Other noncurrent assets		1,396			1,534
TOTAL ASSETS	$	153,144		$	135,574
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,462		$	14,224
Accrued expenses		6,488			6,362
Total current liabilities		17,950			20,586
Notes payable		20,571			10,000
Deferred income taxes		3,199			2,066
Supplemental Executive Retirement Plan liability		1,456			1,721
Other noncurrent liabilities		1,727			1,302
Total liabilities		44,903			35,675
Stockholders’ equity:
Common stock		6,512			6,306
Additional paid-in capital		28,872			26,765
Cumulative other comprehensive income (loss)		419			(121	)
Shares held by Benefit Restoration Plan Trust		(980	)		(894	)
Retained earnings		73,418			67,843
Total stockholders’ equity		108,241			99,899
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	153,144		$	135,574