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 29, 2008

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 29, 2008, Tuesday Morning Corporation, a Delaware corporation (the “Company”), issued a press release announcing net income, earnings per share and final net sales for the third fiscal quarter ended March 31, 2008 and the nine month period ended March 31, 2008.  In the press release, the Company also updated its guidance for the fiscal year ending June 30, 2008.  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.

(d)         Exhibits

ExhibitNumber	Exhibit Title
99.1	Press release dated April 29, 2008

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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 29, 2008	By:	/s/	Stephanie Bowman
			Stephanie Bowman
			Executive Vice President, Chief
			Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press release dated April 29, 2008

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Stephanie Bowman
	Chief Financial Officer
	TUESDAY MORNING CORPORATION
	972/934-7251
	Laurey Peat
	LAUREY PEAT + ASSOCIATES
	214/871-8787

TUESDAY MORNING CORPORATION

ANNOUNCES THIRD QUARTER FISCAL 2008 RESULTS

DALLAS, TX – April 29, 2008 — Tuesday Morning Corporation (NASDAQ: TUES) today reported that as previously announced, net sales for the third quarter of fiscal 2008 were $178.4 million compared to $189.2 million for the quarter ended March 31, 2007, a decrease of 5.7%.  Comparable store sales decreased 8.2% for the quarter.  The decrease in comparable store sales was comprised of a 6.6% decrease in traffic and a 1.6% decrease in average ticket.  Net loss for the third quarter ended March 31, 2008 was $4.7 million or $0.11 per diluted share, compared to net income of $1.0 million or $0.03 per diluted share last year.

For the nine month period ended March 31, 2008, sales were $688.8 million compared to $704.8 million in for the same period ended March 31, 2007 for a decrease of 2.3%.  Comparable store sales decreased by 6.1% for the nine month period.  The decrease in comparable store sales was comprised of a 5.2% decrease in traffic and a 0.9% decrease in average ticket.  For the nine month period ended March 31, 2008, net income was $17.0 million or $0.41 per diluted share compared to 2007 results of net income of $28.0 million or $0.67 per diluted share.

Kathleen Mason, President and Chief Executive Officer, stated, “We believe the results are indicative of the slump in the home furnishings sector, not a deterioration in the company’s execution.  The sharp drop in home prices has brought home starts and remodels to a standstill.   Record high fuel prices and rising food prices, along with the drop in home values have restricted disposable income, resulting in exceptionally low consumer confidence. The flexibility of our format will enable us to continue generating positive cash flows and long term profitability.”

Guidance

Guidance for the fiscal year 2008 ending on June 30, 2008 is as follows:

·net sales are projected to be in the range of $895 million to $910 million;

·comparable store sales are projected to be in the negative mid single digits; and

·diluted earnings per share projected to be in the range of $0.38 to $0.45.

Tuesday Morning management will review third quarter fiscal 2008 financial results in a teleconference call on April 29, 2008 at 10:00 a.m. Eastern Time.

About Tuesday Morning

Tuesday Morning is a leading closeout retailer of upscale, decorative home accessories, housewares and famous-maker gifts in the United States. The Company opened its first store in 1974 and currently operates 821 stores in 47 states. Tuesday Morning is nationally known for bringing its more than 9.0 million loyal customers a unique treasure hunt of high-end, first quality, brand name merchandise...never seconds or irregulars...at prices well below those of 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.  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 carefully consider statements that contain these words because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our future results of operations, our future financial positions, and our business outlook or state other “forward-looking” information.

Reference is hereby made to “Item 1A.  Risk Factors” of the Company’s Transition Report on Form 10-KT for the six month period ended June 30, 2007 and the Company’s Quarterly Report on Form 10-Q for the three month period ended December 31, 2007 for examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.  These risks, uncertainties and events also include, but are not limited to, the following:  uncertainties regarding our ability to open stores in new and existing markets and operate these stores on a profitable basis; conditions affecting consumer spending; inclement weather; changes in our merchandise mix; timing and type of sales events, promotional activities and other advertising; increased or new competition; loss or departure of one or more members of our senior management, as well as experienced buying and management personnel; an increase in the cost or a disruption in the flow of our products; seasonal and quarterly fluctuations; fluctuations in our comparable store results; our ability to operate information systems and implement new technologies effectively; our ability to generate strong cash flows from our operations; our ability to maintain internal control over financial reporting; and our ability to anticipate and respond in a timely manner to changing consumer demands and preferences.  The forward-looking statements made in this press release relate only to events as of the date on which the statements were made.  We undertake no obligations to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.

# # #

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Tuesday Morning Corporation

Consolidated Statement of Operations

(In thousands, except per share data)

	Three Months Ended Mar. 31,						Nine Months Ended Mar. 31,
	2008			2007			2008			2007
	(unaudited)						(unaudited)
Net Sales	$	178,446		$	189,156		$	688,789		$	704,835
Cost of sales	114,447			118,288			434,177			439,318
Gross profit	63,999			70,868			254,612			265,517
Selling, general and administrative expenses	71,357			69,289			224,565			220,959
Operating income (loss)	(7,358		)	1,579			30,047			44,558
Other income (expense):
Interest expense	(455		)	(234		)	(3,561		)	(1,779		)
Interest income	2			143			155			200
Other income (expense), net	209			203			782			826
Other income (expense)	(244		)	112			(2,624		)	(753		)
Income (loss) before income taxes	(7,602		)	1,691			27,423			43,805
Income tax expense (benefit)	(2,905		)	644			10,429			15,768
Net income (loss)	$	(4,697	)	$	1,047		$	16,994		$	28,037
Earnings Per Share:
Net income (loss) per common share:
Basic	$	(0.11	)	$	0.03		$	0.41		$	0.68
Diluted	$	(0.11	)	$	0.03		$	0.41		$	0.67
Weighted average number of common shares:
Basic	41,441			41,427			41,439			41,412
Diluted	41,441			41,650			41,479			41,626

Tuesday Morning Corporation (continued)

Consolidated Balance Sheets

(in thousands)

	Mar. 31,		Mar. 31,		June 30,
	2008		2007		2007
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	10,270	$	9,563	$	10,303
Inventories	269,642		280,987		288,791
Prepaid expenses and other assets	8,392		7,508		5,954
Deferred income taxes	—		3,162		1,211
Total current assets	288,304		301,220		306,259
Property and Equipment, net	78,578		85,149		83,776
Other long-term assets:
Deferred financing costs	553		471		704
Other assets	3,634		3,383		3,582
Total Assets	$	371,069	$	390,223	$	394,321
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	2,000	$	—	$	26,500
Accounts payable	66,885		89,682		82,453
Accrued liabilities	30,679		32,680		31,223
Deferred income taxes	666		—		—
Income taxes payable	—		540		712
Total current liabilities	100,230		122,902		140,888
Revolving credit facility, excl. current portion	30,000		45,500		30,000
Deferred rent	4,211		4,629		4,534
Deferred income taxes	1,790		4,648		3,459
Total Liabilities	136,231		177,679		178,881
Stockholders’ equity	234,838		212,544		215,440
Total Liabilities and Stockholders’ Equity	$	371,069	$	390,223	$	394,321

Tuesday Morning Corporation (continued)

Consolidated Statement of Cash Flows

(in thousands)

	Nine Months Ended Mar. 31,
	2008			2007
	(unaudited)
Net cash flows from operating activities:
Net income	$	16,994		$	28,037
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization	13,172			12,999
Amortization of financing fees	150			128
Deferred income taxes	183			290
Loss on disposal of fixed assets	478			409
Stock compensation expense	2,663			3,444
Other non-cash charges	23			(157		)
Net change in operating assets and liabilities	2,440			(21,611		)
Net cash provided by operating activities	36,103			23,539
Net cash flows from investing activities:
Capital expenditures	(8,530		)	(11,689		)
Proceeds from sale of assets	78			—
Net cash used in investing activities	(8,452		)	(11,689		)
Net cash flows from financing activities:
Borrowings-revolving credit facility	194,500			153,000
Repayments-revolving credit facility	(219,000		)	(128,500		)
Change in cash overdraft	(3,185		)	—
Payment of cash dividend	—			(33,144		)
Proceeds from exercise of common stock options and stock purchase plan purchases	1			528
Other	—			63
Net cash used in financing activities	(27,684		)	(8,053		)
Net decrease in cash and cash equivalents	(33		)	3,797
Cash and cash equivalents, beginning of period	10,303			5,766
Cash and cash equivalents, end of period	$	10,270		$	9,563