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, 2005

Tuesday Morning Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-19658	75-2398532
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6250 LBJ Freeway Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (972) 387-3562

Not applicable

(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:

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.

On April 21, 2005, Tuesday Morning Corporation, a Delaware corporation, issued a press release announcing net income, earnings per share and final net sales for the first quarter ended March 31, 2005.  The press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Exhibit Title
99.1	Press release dated April 21, 2005

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SIGNATURE

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.

			TUESDAY MORNING CORPORATION
Date: April 21, 2005	By:	/s/ LOREN K. JENSEN
				Loren K. Jensen
				Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press release dated April 21, 2005

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Loren K. Jensen
	Chief Financial Officer
	TUESDAY MORNING CORPORATION
	972/934-7299
	Laurey Peat
	LAUREY PEAT + ASSOCIATES
	214/871-8787

TUESDAY MORNING CORPORATION

ANNOUNCES FIRST QUARTER 2005 RESULTS; SALES UP 10%

DALLAS, TX – April 21, 2005 — Tuesday Morning Corporation (NASDAQ: TUES) today reported that net income for the first quarter ended March 31, 2005 was $6.7 million, which included a $2.4 million after-tax charge related to lease accounting adjustments, compared to $8.2 million reported in the same prior-year quarter. Diluted earnings per share for the March 31, 2005 quarter were 16 cents, including the lease adjustment charge, compared to 20 cents in the same quarter last year.  Net income and diluted earnings per share, excluding the after-tax lease adjustment, were $9.1 million and 22 cents, representing an 11% and 10% increase over last year’s first quarter net income and diluted earnings per share, respectively.

As previously reported, net sales increased 10% to $185.6 million for the first quarter of 2005, compared to $168.6 million for the same period in 2004.

“We are pleased to report that Tuesday Morning has once again delivered favorable earnings results in spite of a difficult home furnishings environment. This demonstrates our ability to anticipate and respond effectively to opportunities and changes in the marketplace,” said Kathleen Mason, President and Chief Executive Officer. “Traffic improved from the fourth quarter, and our inventories are in excellent shape for the spring and summer shopping seasons.”

Tuesday Morning management will review first quarter financial results in a teleconference call April 21, 2005 at 10:00 a.m. Eastern Time.

About Tuesday Morning

Tuesday Morning is the leading closeout retailer of upscale, decorative home accessories and famous-maker gifts in the United States. The Company opened its first store in 1974 and currently operates 673 stores in 43 states during periodic “sale events.” Tuesday Morning is nationally known for bringing its more than 7.5 million loyal customers a treasure hunt of high-end, first quality, brand name merchandise at prices 50% to 80% below department and specialty stores and catalogues.

This press release contains forward-looking statements, within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, estimates and projections.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected or implied in the forward-looking statements.  Such risks and uncertainties include: the success of new store openings, competitive factors, access to merchandise and unanticipated changes in consumer demand and economic trends, as well as other risks detailed in the company’s filings with the Securities and Exchange Commission, including the company’s Registration Statement on Form S-3 and Annual Report on Form 10-K for the period ending December 31, 2004.

# # #

Tuesday Morning Corporation

Consolidated Statement of Income
(In thousands, except per share data)

	Three Months Ended March 31,
	2005			2004
	unaudited
Net Sales	$	185,594		$	168,597
Cost of sales	113,036			102,585
Gross profit	72,558			66,012
Selling, general and administrative expenses	62,122			52,531
Operating income	10,436			13,481
Other income (expense):
Interest expense	(206		)	(411		)
Interest income	34			4
Other income (expense), net	193			241
Other income (expense)	21			(166		)
Income before income taxes	10,457			13,315
Income taxes provision (benefit)	3,791			5,126
Net income	$	6,666		$	8,189
Earnings Per Share:
Net income per common share:
Basic	$	0.16		$	0.20
Diluted	$	0.16		$	0.20
Weighted average number of common shares:
Basic	41,129			40,980
Diluted	41,740			41,742

Consolidated Balance Sheet
(in thousands)

	March 31,				Dec 31, 2004
	2005		2004
	unaudited
Assets
Current assets:
Cash and cash equivalents	$	14,295	$	7,096	$	45,067
Inventories	212,587		195,194		189,132
Prepaid expenses and other assets	7,388		5,355		5,169
Deferred income taxes	5,991		5,106		5,991
Total current assets	240,261		212,751		245,359
Property and Equipment, net	86,920		78,484		86,332
Other long-term assets:
Deferred financing costs	809		806		877
Other assets	3,189		998		3,552
Total Assets	$	331,179	$	293,039	$	336,120
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion, long-term debt	—		7,000		—
Accounts payable	76,568		83,256		72,722
Other accrued liabilities	32,477		30,133		39,714
Income taxes payable	4,952		6,490		17,483
Total current liabilities	113,997		126,879		129,919
Long-term debt, excluding current portion	—		20,000		—
Deferred rent - long-term	4,249		—		—
Deferred taxes - long-term	9,051		5,641		9,051
Total Liabilities	127,297		152,520		138,970
Stockholders’ equity	203,882		140,519		197,150
Total Liabilities and Stockholders’ Equity	$	331,179	$	293,039	$	336,120

Consolidated Statement of Cash Flows
(in thousands)

	Three Months ended March 31,
	2005			2004
	unaudited
Net cash flows from operating activities:
Net income	$	6,666		$	8,189
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization	3,459			2,670
Amortization of financing fees	43			101
Cumulative effect of lease accounting adj.	3,898			—
Other non-cash charges	(28		)	—
Net change in operating assets and liabilities	(40,857		)	(48,499		)
Net cash used in operating activities	(26,819		)	(37,539		)
Net cash flows from investing activities:
Capital expenditures	(4,047		)	(6,279		)
Other	—			—
Net cash used in investing activities	(4,047		)	(6,279		)
Net cash flows from financing activities:
Proceeds from revolving credit facility	—			27,000
Repayment of long-term debt	—			—
Other	94			378
Net cash provided by (used in) financing act.	94			27,378
Net decrease in cash and cash equivalents	(30,772		)	(16,440		)
Cash and cash equivalents at beginning of period	45,067			23,536
Cash and cash equivalents at end of period	$	14,295		$	7,096