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):  January 27, 2009

Tuesday Morning Corporation

(Exact name of registrant as specified in its charter)

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

6250 LBJ Freeway  Dallas, Texas  (Address of principal executive offices) 75240  (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 January 27, 2009, Tuesday Morning Corporation, a Delaware corporation (the “Company”), issued a press release announcing net income, earnings per share and final net sales for the second fiscal quarter ended December 31, 2008 and the six month period ended December 31, 2008.  In the press release, the Company also updated its guidance for the fiscal year ending June 30, 2009.  The press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Exhibit Title
99.1	Press release dated January 27, 2009

2

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: January 29, 2009	By:	/s/ Stephanie Bowman
			Stephanie Bowman
			Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press release dated January 27, 2009

4

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 Second Quarter Fiscal 2009 Results

DALLAS, Jan.27, 2009 (GLOBE NEWSWIRE) — Tuesday Morning Corporation (Nasdaq:TUES) today reported that as previously announced, net sales for the second quarter of fiscal 2009 were $272.7 million compared to $308.7 million for the quarter ended December31, 2007, a decrease of 11.7%. Comparable store sales decreased 14.9% for the quarter ended December31, 2008 compared to the same quarter in the prior year. The decrease in comparable store sales was comprised of a 9.6% decrease in traffic and a 5.3% decrease in average ticket. Net income for the second quarter ended December31, 2008 was $12.7 million or $0.31 per diluted share, compared to $20.5 million or $0.50 per diluted share during the same quarter last year.

For the six month period ended December31, 2008, net sales were $446.1 million compared to $510.3 million for the same period last year, a decrease of 12.6%. Comparable store sales decreased by 15.8% for the six month period ended December31, 2008 compared to the same period in the prior year. The decrease in comparable store sales was comprised of an 11.4% decrease in traffic and a 4.4% decrease in average ticket. For the six month period ended December31, 2008, net income was $8.4 million or $0.20 per diluted share compared to net income of $21.7 million or $0.52 per diluted share for the same period in the prior year. As reported on January9, 2009, fiscal 2009 sales are projected to be in the range of $800 million to $810 million, diluted earnings per share in the range of $.00 to $.05 and comparable store sales in the negative low double digits.

Kathleen Mason, President and Chief Executive Officer, stated, “The December2008 quarter was reported as the most difficult retail holiday season on record. While consumers remain cautious, we remain focused on preserving our strong balance sheet, managing inventory levels and generating positive cash flow.”

Tuesday Morning management will review second quarter fiscal 2009 financial results in a teleconference call on January27, 2009 at 10:00a.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 860 stores in 45 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 Annual Report on Form10-K for the year ended June30, 2008 and the Company’s Quarterly Report on Form10-Q for the three month period ended September30, 2008 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.

Tuesday Morning Corporation

Consolidated Statement of Income

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	Dec. 31,						Dec. 31,
	2008			2007			2008			2007
	(unaudited)						(unaudited)
Net sales	$	272,650		$	308,687		$	446,051		$		510,344
Cost of sales	171,755			193,783			281,000			319,731
Gross profit	100,895			114,904			165,051			190,613
Selling, general and administrative expenses	80,315			80,664			151,227			153,208
Operating income	20,580			34,240			13,824			37,405
Other income (expense):
Interest expense	(717		)	(1,420		)	(1,127		)	(3,106			)
Interest income	—			152			1			153
Other income (expense), net	192			195			271			572
Other income (expense)	(525		)	(1,073		)	(855		)	(2,381			)
Income before income taxes	20,055			33,167			12,969			35,024
Income tax expense	7,344			12,633			4,556			13,334
Net income	$	12,711		$	20,534		$	8,413		$	21,690
Earnings Per Share:
Net income per common share:
Basic	$	0.31		$	0.50		$	0.20		$	0.52
Diluted	$	0.31		$	0.50		$	0.20		$	0.52
Weighted average number of common shares:
Basic	41,462			41,441			41,451			41,437
Diluted	41,587			41,451			41,597			41,456

Tuesday Morning Corporation (continued)

Consolidated Balance Sheets

(in thousands)

	Dec. 31,		Dec. 31,		June 30,
	2008		2007		2008
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,839	$	11,993	$	8,630
Inventories	260,888		259,299		240,996
Prepaid expenses and other assets	9,407		6,668		11,292
Deferred income taxes	2,080		505		—
Total current assets	278,214		278,465		260,918
Property and equipment, net	75,714		80,792		77,315
Other long-term assets:
Deferred financing costs	3,551		603		503
Other assets	2,562		3,601		3,040
Total Assets	$	360,041	$	363,461	$	341,776
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	73,301	$	59,601	$	63,899
Accrued liabilities	32,048		36,223		28,862
Income taxes payable	4,296		15,408		27
Total current liabilities	109,645		111,232		92,788
Revolving credit facility	2,030		7,000		8,500
Deferred rent	4,043		4,390		4,163
Deferred income taxes	2,017		1,922		3,414
Total Liabilities	117,735		124,544		108,865
Stockholders’ equity	242,306		238,917		232,911
Total Liabilities and Stockholders’ Equity	$	360,041	$	363,461	$	341,776

Tuesday Morning Corporation (continued)

Consolidated Statement of Cash Flows

(in thousands)

	Six Months Ended
	Dec. 31,
	2008			2007
	(unaudited)
Net cash flows from operating activities:
Net income	$	8,413		$	21,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,446			8,854
Amortization of financing fees	226			101
Deferred income taxes	(3,910		)	(851		)
Loss on disposal of fixed assets	185			236
Stock compensation expense	1,140			2,028
Other non-cash charges	4			35
Net change in operating assets and liabilities	(8,962		)	31,498
Net cash provided by operating activities	5,542			63,591
Net cash flows from investing activities:
Capital expenditures	(7,032		)	(6,100		)
Net cash used in investing activities	(7,032		)	(6,100		)
Net cash flows from financing activities:
Repayments-revolving credit facility	(153,941		)	(168,000		)
Borrowings-revolving credit facility	147,471			118,500
Change in cash overdraft	8,444			(6,297		)
Proceeds from exercise of common stock options and stock purchase plan purchases	—			(4		)
Payment of debt financing costs	(3,275		)	—
Net cash used in financing activities	(1,301		)	(55,801		)
Net decrease in cash and cash equivalents	(2,791		)	1,690
Cash and cash equivalents, beginning of period	8,630			10,303
Cash and cash equivalents, end of period	$	5,839		$	11,993

CONTACT: Tuesday Morning Corporation
Stephanie Bowman, Chief Financial Officer
972/934-7251

Laurey Peat + Associates
Laurey Peat
214/871-8787

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Tuesday Morning Corporation’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form10-K for the most recently ended fiscal year.