FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2001 Commission File Number 333-46013 TUESDAY MORNING CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-2398532 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14621 INWOOD RD., ADDISON, TEXAS 75001 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (972) 387-3562 NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Common stock outstanding as of July 31, 2001: 39,660,386 shares Forward Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "intend," "anticipate," "believe," "estimate," "plan" and "expect" and variations of these words and similar expressions are intended to identify these forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. We express our expectations, beliefs and projections in good faith and believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, however, we cannot assure you that these expectations, beliefs or projections will prove to have been correct. Risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include, among other things: (i) the risks associated with growth; (ii) the ability to purchase merchandise at attractive prices; (iii) changes in consumer demand and preferences; (iv) possible declines in comparable store sales; and (v) the seasonality of our business. Readers are referred to the caption "Risk Factors" appearing at the end of Item I of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 for additional factors that may affect our forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise. PART I - FINANCIAL INFORMATION Page No. -------- Item 1 - Financial Statements Consolidated Balance Sheets as of June 30, 2001, June 30, 2000 and December 31, 2000 1 Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2001 and 2000 2 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000 3 Notes to Consolidated Financial Statements 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 10 Tuesday Morning Corporation and Subsidiaries Consolidated Balance Sheets (In thousands, except for share data) Unaudited Unaudited Audited June 30, June 30, Dec. 31, ASSETS 2001 2000 2000 --------- --------- --------- Current assets: Cash and cash equivalents................................................................$ 2,879 $ 447 $ 20,886 Inventories.............................................................................. 165,334 225,216 174,813 Prepaid expenses......................................................................... 2,414 2,352 2,458 Income taxes receivable.................................................................. 1,172 - - Other current assets..................................................................... 1,487 1,223 1,102 --------- --------- --------- Total current assets................................................................. 173,286 229,238 199,259 --------- --------- --------- Property and equipment, at cost............................................................ 85,950 76,403 81,038 Less accumulated depreciation & amortization............................................. (46,628) (41,173) (43,552) --------- --------- --------- Net property and equipment........................................................... 39,322 35,230 37,486 --------- --------- --------- Other assets, at cost: Due from Officers........................................................................ 356 - 356 Deferred financing costs................................................................. 4,843 5,134 5,691 Other assets............................................................................. 478 355 355 --------- --------- --------- Total Assets.........................................................................$ 218,285 $ 269,957 $ 243,147 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Installments of mortgages................................................................$ 1,671 $ 1,671 $ 1,671 Revolving credit facility................................................................ - 51,187 - Installments of notes payable............................................................ 21,109 7,954 19,148 Accounts payable......................................................................... 25,110 53,020 43,241 Accrued liabilities: Sales Tax.............................................................................. 2,145 856 4,020 Interest .............................................................................. 2,192 818 1,120 Other.................................................................................. 10,634 8,592 10,166 Deferred income taxes.................................................................... 666 546 666 Income taxes payable..................................................................... - 1,237 5,455 --------- --------- --------- Total current liabilities............................................................ 63,527 125,881 85,487 --------- --------- --------- Mortgages on land, buildings and equipment................................................. 4,549 6,220 5,385 Notes payable, excluding current portion................................................... 148,510 149,620 160,821 Revolving credit facility, excluding current portion 6,750 15,000 - Deferred income taxes...................................................................... 2,611 2,400 2,611 --------- --------- --------- Total Liabilities.................................................................... 225,947 299,121 254,304 --------- --------- --------- Shareholders' equity Common stock par value $.01 per share, authorized 100,000,000 shares; issued 39,680,186 shares at June 30, 2001, 39,099,133 shares at June 30, 2000, and 39,562,547 shares at December 31, 2000................................................. 397 391 396 Accumulated other comprehensive income.................................................. (753) - 124 Additional paid-in capital............................................................... 171,918 171,764 171,881 Retained deficit......................................................................... (179,224) (201,319) (183,558) --------- --------- --------- Total Equity......................................................................... (7,662) (29,164) (11,157) --------- --------- --------- Total Liabilities and Shareholders' Equity.................................................$ 218,285 $ 269,957 $ 243,147 ========= ========= ========= See accompanying notes to consolidated financial statements. -1- Tuesday Morning Corporation and Subsidiaries Consolidated Statements of Operations (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2001 2000 2001 2000 --------- --------- --------- --------- Net sales................................................................... $ 148,277 $ 132,563 $ 257,795 $ 223,054 Cost of sales............................................................... 102,225 87,852 170,587 143,014 --------- --------- --------- --------- Gross profit........................................................ 46,052 44,711 87,208 80,040 Selling, general and administrative expenses................................ 37,275 32,266 70,207 59,146 --------- --------- --------- --------- Operating income.................................................... 8,777 12,445 17,001 20,894 Other income (expense): Interest income.......................................................... 87 2 141 32 Interest expense......................................................... (5,050) (5,395) (10,434) (10,204) Other income............................................................. 121 202 308 255 --------- --------- --------- --------- (4,842) (5,191) (9,985) (9,917) --------- --------- --------- --------- Earnings before income taxes........................................ 3,935 7,254 7,016 10,977 Income tax expense.......................................................... 1,505 2,757 2,682 4,171 --------- --------- --------- --------- Net earnings........................................................ $ 2,430 $ 4,497 $ 4,334 $ 6,806 ========= ========= ========= ========= Earnings Per Share - ------------------ Earnings per common share: Basic.................................................................. $ 0.06 $ 0.12 $ 0.11 $ 0.17 ========= ========= ========= ========= Diluted................................................................ $ 0.06 $ 0.11 $ 0.11 $ 0.17 ========= ========= ========= ========= Weighted average number of common shares and common share equivalents outstanding: Basic.................................................................. 39,664 39,028 39,625 39,028 Diluted................................................................ 40,489 40,465 40,545 40,490 See accompanying notes to consolidated financial statements. -2- Tuesday Morning Corporation and Subsidiaries Consolidated Statements of Cash Flows (In thousands) (unaudited) Year to Date June 30, ----------------------- 2001 2000 -------- -------- Net cash flows from operating activities: Net earnings $ 4,334 $ 6,806 Depreciation and amortization 3,078 2,348 Amortization of financing fees 848 684 (Gain) on disposal of fixed assets (1) (3) Change in operating assets and liabilities: Inventories 9,367 (83,682) Prepaid expenses 44 (439) Other current assets (409) 20 Other assets (123) (28) Accounts payable (18,131) 13,529 Accrued liabilities (1,076) (2,001) Income taxes receivable (6,627) (7,931) -------- -------- Total adjustments (13,030) (77,503) -------- -------- Net cash (used in) operating activities (8,696) (70,697) -------- -------- Net cash flows from investing activities: Proceeds from sale of assets 11 - Capital expenditures (4,924) (4,489) -------- -------- Net cash (used in) investing activities (4,913) (4,489) -------- -------- Net cash flows from financing activities: Proceeds from revolving credit facility 6,750 66,187 Payment of debt and mortgages (11,186) (10,327) Proceeds from exercise of common stock options/stock purchase plan 38 (22) -------- -------- Net cash (used in) provided by financing activities (4,398) 55,838 -------- -------- Net change in cash and cash equivalents (18,007) (19,348) Cash and cash equivalents at beginning of period 20,886 19,795 -------- -------- Cash and cash equivalents at end of period $ 2,879 $ 447 ======== ======== Non cash items: Other comprehensive income $ (877) $ - See accompanying notes to consolidated financial statements. -3- Tuesday Morning Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. The consolidated interim financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements include all adjustments, consisting only of those of a normal recurring nature, which in the opinion of management, are necessary to present fairly the results of the Company for the interim periods presented and should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Form 10-K filing for the year ended December 31, 2000. 2. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. 3. Notes payable under the terms of the Company's revolving line of credit agreement are classified between current and long term in accordance with the terms of the credit agreement. The credit agreement is discussed in more detail in Liquidity and Capital Resources on page 8. 4. Certain prior year amounts have been reclassified to conform to the current period presentation. 5. Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS No. 133, as amended, requires the recognition of all derivative instruments as either assets or liabilities in the statement of financial position measured at fair value. The impact of the adoption of SFAS No. 133 was immaterial to the Company's financial statements taken as a whole. The Company enters into foreign currency forward exchange contracts solely to reduce the effects of fluctuating foreign currency exchange rates on merchandise purchases between the order and delivery dates, approximately 2 to 6 months. The derivative instruments are designated as cash flow hedges. All foreign currency contracts are issued by one financial institution that is rated as investment grade by a major rating agency. The Company does not utilize derivative financial instruments for trading or speculative purposes. -4- The Company documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. The Company also assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. Should it be determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company would discontinues hedge accounting prospectively. Changes in the fair value of derivatives that are highly effective and that are designated and qualify as foreign-currency cash flow hedges are recorded in Accumulated Other Comprehensive Income. These gains and losses will be reclassified into earnings as the related inventory is sold. The Company currently has $854 thousand of losses on foreign currency forward exchange contracts that will be reclassified into inventory, offsetting gains on foreign currency forward inventory purchase contracts to be recorded there. Any hedge ineffectiveness and changes in the fair value of instruments that do not qualify as hedges would be reported in current period earnings. As of June 30, 2001, the Company had $8.5 million in foreign currency contracts outstanding. 6. Comprehensive income is defined as the change in equity during a period from transactions and other events, except those resulting from investments by and distributions to stockholders. The components of comprehensive income for the three-month periods ended June 30, 2001 and 2000 are as follows: Three Months Ended Six Months Ended June 30th June 30th 2001 2000 2001 2000 ------ ------ ------ ------ (amounts in thousands) Net Earnings $2,430 $4,497 $4,334 $6,806 Other comprehensive loss: Unrealized gain (loss) on 6 - (24) - investment securities, net Foreign currency forward (372) - (853) - contracts (note 5) ------ ------ ------ ------ Total comprehensive income $2,064 $4,497 $3,457 $6,806 ====== ====== ====== ====== -5- Tuesday Morning Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The following table sets forth certain financial information from the Company's consolidated statements of operations expressed as a percentage of net sales. There can be no assurance that the trends in sales growth or operating results will continue in the future. Quarter Ended Year to date ------------- ------------ June 30 June 30 ------- ------- 2001 2000 2001 2000 ----- ----- ----- ----- Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 68.9 66.3 66.2 64.1 ----- ----- ----- ----- Gross profit 31.1 33.7 33.8 35.9 Selling, general and administrative expense 25.1 24.3 27.2 26.5 ----- ----- ----- ----- Operating income 6.0 9.4 6.6 9.4 Net interest expense and other income (3.3) (3.9) (3.9) (4.5) ----- ----- ----- ----- Earnings before income taxes 2.7 5.5 2.7 4.9 Income tax expense 1.0 2.1 1.0 1.8 ----- ----- ----- ----- Net earnings 1.7% 3.4% 1.7% 3.1% Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30, 2000 During the second quarter of 2001, net sales increased 11.9% compared to the same quarter of 2000. Same store sales increased 1.1% for the quarter. The increase in second quarter sales is due to comparable store sales increases of $1.5 million and an additional $14.2 million of new store sales. Average store sales for the second quarter increased from $327 thousand to $328 thousand compared to the same quarter of the prior year. The increase in comparable sales was comprised of a 3.6% increase in the number of transactions and a 2.5% decrease in the average transaction amount. Retail price reductions in certain areas, most notably Lawn and Garden, caused the average transaction to decline. The changes in shipping merchandise to the stores, described on page 9, positively impacted our sales results. Gross profit increased $1.3 million from $44.7 million for last year's second quarter to $46.1 million for the second three months of this year, primarily as a result of the increased sales mentioned above. Our gross profit percentage decreased 2.6% compared with the second quarter of last year. Our initial markup on product purchased improved slightly, however, this was offset by buying and distribution expenses, and an increase in markdowns and shrink. The Company experienced a 1.7% increase in buying and distribution expenses last year, which impacted this year's results during the second quarter as these costs are included in inventory and expensed as the inventory is sold. Selling, general, and administrative expenses increased $5.0 million compared to the second quarter of 2000 due primarily to the addition of new stores, variable store level expenses, and inflationary increases. These expenses, as a percentage of sales, increased to 25.1% from 24.3% for the prior year period due primarily to an increase in utilities, waste costs and a planned increase in store labor. -6- Interest expense decreased due to the reduced borrowing needs effected by the retiming of receiving inventory for the second quarter and by the reduction in interest rates. Total debt decreased $49.1 million from June 30, 2000. This reduction is partially offset by an amendment to the Senior Credit Facility in July 2000, that increased the Term A Loans by $25 million, as discussed in Liquidity and Capital Resources. The income tax provision for the three-month periods ended June 30, 2001 and 2000 was $1.5 million and $2.8 million, respectively. Those amounts reflect an effective tax rate of 38.2% and 38.0% respectively. Earnings before interest, taxes, depreciation and amortization ("EBITDA") for the second quarter decreased from $13.8 million to $10.6 million due to the factors mentioned previously/1/. Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000 During the first six months of 2001 sales increased 15.6% due primarily to comparable store sales increases of 4.1% and $25.7 million of sales from new stores. Average store sales for the six months increased from $559 thousand to $577 thousand. The increase in comparable sales was comprised primarily of a 5.6% increase in the number of transactions and a 0.8% decrease in the average transaction amount. The increase was primarily the result of continued improvement in merchandise selection, pricing, and mix. Gross profit increased $7.2 million from $80.0 million to $87.2 million primarily as a result of the increased sales mentioned above. However, the gross profit percentage decreased by 2.1% due primarily to increased markdowns, shrink and increased buying and distribution expenses resulting from last year's inefficiencies. Selling, general, and administrative expense increased $11.1 million due to the addition of new stores and inflationary increases. These expenses as a percentage of sales increased to 27.2% from 26.5% due to a planned increase in store labor as well as increased energy and waste costs. Interest expense increased slightly. This is due to an amendment to the Senior Credit Facility in July 2000, that increased the Term A Loans by $25 million, as discussed in Liquidity and Capital Resources. This increase was offset by the reduced borrowing needs that was effected by the retiming of receiving inventory during the second quarter, and by the reduction of interest rates. The income tax provision for the six-month periods ended June 30, 2001 and 2000 was $2.7 million and $4.2 million, respectively, reflecting an effective tax rate of 38.2% and 38.0% respectively. - ---------------------------- /1/EBITDA is earnings before interest, taxes, depreciation and amortization. Tuesday Morning believes that, in addition to cash flows from operations and net income, EBITDA is a useful financial performance measure for assessing operating performances as it provides an additional basis to evaluate the ability of Tuesday Morning to incur and service debt and to fund capital expenditures. To evaluate EBITDA, the components of EBITDA such as revenue and operating expenses and the variability of such components over time should also be considered. EBITDA should not be construed, however, as an alternative to net income (loss) as an indicator of the Company's operating performance or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity. Tuesday Morning's method of calculating EBITDA may differ from methods used by other companies, and as a result, EBITDA measures disclosed herein may not be comparable to other similarly titled measures used by other companies. -7- EBITDA decreased from $23.5 million to $20.5 million due to the factors mentioned above/1/. Liquidity and Capital Resources We have historically financed our operations with funds generated from operating activities and borrowings under our revolving credit facilities. In July 2000, however, the Term A Loan tranche of the Senior Credit Facility was increased $25.0 million. These additional funds were used to help finance our operations. Net cash used in operating activities for the six months ended June 2001 and 2000, was $8.7 million and $70.7 million, respectively, representing a $62.0 million decrease in 2001. Although there is typically a seasonal increase in inventory, as of June 30, 2001 there has been a decrease in our inventory levels of $9.4 million from December 31, 2000, and a $59.9 million decrease from June 30, 2000 as we are re-timing the receipt of merchandise from vendors to more closely match the processing schedule and event start dates. This shift in receiving also impacted payable balances, which decreased $18.1 million from December 31, 2000. Cash and cash equivalents as of June 30, 2001 and 2000 were $2.9 million and $0.4 million, respectively. Capital expenditures principally associated with new store openings and warehouse equipment were $4.9 million and $4.5 million for the six months ending June 2001 and 2000, respectively. We expect to spend approximately $3.8 million for capital expenditures for the remainder of 2001. As part of the 1997 recapitalization, discussed in detail in the Company's Form 10-K filing for the year ended December 31, 2000, the Company entered into the Senior Credit Facility, which was originally comprised of the $110.0 million Term Loans and the $90.0 million Revolving Credit Facility. Subject to compliance with the terms of the Senior Credit Facility and the Indenture, borrowings under the Revolving Credit Facility could be increased by $25.0 million to accommodate future growth and for certain other purposes. The Term A Loans and the Revolving Credit Facility loans mature in 2002, and the Term B Loans mature in 2004. For 30 consecutive days during each twelve-month period, beginning April 1998, the aggregate principal amount of loans outstanding under the Revolving Credit Facility is not to exceed $15.0 million. On July 5, 2000, the Company amended and restated its Senior Credit Facility by increasing the Term A loan commitments by $25.0 million and the availability under the Revolving Credit Facility by $35.0 million (from $90.0 million to $125.0 million.) The remaining terms of the indebtedness did not change, however, new financial covenants were established and interest rates were adjusted to reflect market rates. At June 30, 2001, the Company had $100.6 million outstanding under the Term Loans and $6.8 million outstanding under the Revolving Credit Facility, with $64.3 million of remaining availability thereunder. The Senior Subordinated Notes ("Notes") bear interest at 11.0% and are due on December 15, 2007. The Notes are subordinated to any amounts outstanding under the Senior Credit Facility. Interest is payable on June 15 and December 15 of each year. Upon consummation of the recapitalization, our total debt and interest charges increased significantly. Interest payments on the Notes, under the Senior Credit Facility and on the Exchange Debentures, represent significant liquidity requirements. The Notes require semi-annual interest payments, and principle payments and interest on the loans under the Senior Credit Facility are due quarterly. We anticipate that cash flow generated from operations and borrowings under the Senior Credit Facility will be sufficient to fund our working capital needs, -8- planned capital expenditures, and scheduled interest payments (including interest payments on the Notes and amounts outstanding under the Senior Credit Facility). The instruments governing the Company's indebtedness, including the Senior Credit Facility and the Indenture for the Notes, contain financial and other covenants that restrict, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, incur liens, pay certain transactions with affiliates, merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Company. Such limitations, together with our highly leveraged nature could limit corporate and operating activities, including our ability to invest in opening new stores. The Company was in compliance with all debt covenants as of June 30, 2001. Inventory The Company's inventory decreased from $225.2 million at June 30, 2000 to $165.3 million at June 30, 2001, representing a decrease of $59.9 million. The decrease in inventory is comprised of a $17.7 million increase in store inventory and a $77.6 million decrease in warehouse inventory. As reflected in the following charts, warehouse inventory decreased $11.5 million from the prior year-end. Inventory aging of product in the stores remains at historical or better levels even though store inventory levels increased $2.1 million. The increase in store level inventory is the result of better product flows to the stores as we have re-timed inventory shipments to our stores for a more consistent delivery schedule. This also reduced warehouse space requirements. At June 30, 2001, 52.1% of our total inventory was in the stores versus 30.4% at June 30, 2000. Total Inventory Levels by Location (millions) 6/30/01 6/30/00 6/30/99 12/31/00 12/31/99 ------- ------- ------- -------- -------- Stores $ 86.1 $ 68.4 $ 54.4 $ 84.0 $ 72.8 Warehouse 79.2 156.8 114.2 90.8 68.7 ------ ------ ------ ------- ------ Total $165.3 $225.2 $168.6 $ 174.8 $141.5 ====== ====== ====== ======= ====== Per Store Inventory Levels by Location (thousands) 6/30/01 6/30/00 6/30/99 12/31/00 12/31/99 ------- ------- ------- -------- -------- Stores $ 190 $ 169 $ 149 $ 195 $ 191 Warehouse 176 387 313 211 180 ------ ------ ------ ------- ------ Total $ 366 $ 556 $ 462 $ 406 $ 371 ====== ====== ====== ======= ====== Store Openings/Closings Six Months Six Months Twelve Months Ending Ending Ending 6/30/01 6/30/00 12/31/00 ------- ------- -------- Stores Open at Beginning of Period 431 382 382 Stores Opened 23 27 54 Stores Closed (3) (4) (5) ------- ------- -------- Stores Open at End Of Period 451 405 431 ======= ======= ======== -9- Earnings Per Common Share (unaudited) Three Months Ended Year to Date June 30, As of June 30 2001 2000 2001 2000 ------ ------ ------ ------ Earnings Per Common Share: Basic earnings per share: Net earnings available to common shareholders $ 2,430 $ 4,497 $ 4,334 $ 6,806 =========== ============ ============ =========== Earnings per common share $ 0.06 $ 0.12 $ 0.11 $ 0.17 =========== ============ ============ =========== Diluted income per share: Net earnings available to common shareholders $ 2,430 $ 4,497 $ 4,334 $ 6,806 =========== ============ ============ =========== Effect of dilutive securities: Weighted average common equivalent shares from stock options 825 1,437 920 1,462 Weighted average common shares outstanding 39,664 39,028 39,625 39,028 ----------- ------------ ------------ ----------- Weighted average common shares and common stock equivalents outstanding 40,489 40,465 40,545 40,490 =========== ============ ============ =========== Earnings per common share $ 0.06 $ 0.11 $ 0.11 $ 0.17 =========== ============ ============ =========== Quantitative and Qualitative Disclosures about Market Risk The market risk of the Company's financial instruments as of June 30, 2001 has not materially changed since December 31, 2000. The market risk profile for that date is disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2000. PART II - OTHER INFORMATION Not applicable -10- 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 thereunto duly authorized. TUESDAY MORNING CORPORATION (Registrant) DATE: August 14, 2001 /s/ Mark E. Jarvis --------------- Mark E. Jarvis, Executive Vice President