Item 7.01. Regulation FD Disclosure.
On April 21, 2021, the
Company and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed with
the Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”), Case No. 20-31476-HDH-11,
their quarterly operating report for the period beginning January 1, 2021 and ending March 31, 2021 (the “Quarterly Operating Report”).
The Quarterly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the exhibit hereto) (this “Form 8-K”) will not be deemed an admission as to the materiality
of any information disclosed herein.
The
Quarterly Operating Report and other documents filed with the Bankruptcy Court are available for inspection at https://dm.epiq11.com/case/tuesdaymorning/info.
Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference
in this Form 8-K.
The information furnished in this Item 7.01 of
this Current Report on Form 8-K and the Quarterly Operating Report attached hereto as Exhibit 99.1 shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended.
Cautionary Statement Regarding the Quarterly Operating Report
The Company cautions investors and potential investors
not to place undue reliance upon the information contained in the Quarterly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities of the Company. The Quarterly Operating Report is limited
in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the
Bankruptcy Court. The Quarterly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance
with generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future
adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s
securities, the Quarterly Operating Report is complete. Results set forth in the Quarterly Operating Report should not be viewed as indicative
of future results.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws that are based on management’s current expectations, estimates and
projections. These forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results
to differ materially from the expectations expressed in the Company’s forward-looking statements. These risks, uncertainties
and events also include, but are not limited to, the following: the challenges that we might face as a result of our emergence from bankruptcy;
the Company’s ability to complete its proposed rights offering; the effects and length of the novel coronavirus pandemic; changes
in economic and political conditions which may adversely affect consumer spending; our ability to identify and respond to changes in consumer
trends and preferences; our ability to mitigate reductions of customer traffic in shopping centers where our stores are located; our ability
to continuously attract buying opportunities for off-price merchandise and anticipate consumer demand; our ability to obtain merchandise
on varying payment terms; our ability to successfully manage our inventory balances profitably; our ability to effectively manage our
supply chain operations; loss of, disruption in operations of, or increased costs in the operation of our distribution center facility;
unplanned loss or departure of one or more members of our senior management or other key management; increased or new competition; our
ability to maintain and protect our information technology systems and technologies and related improvements to support our growth; increases
in fuel prices and changes in transportation industry regulations or conditions; increases in the cost or a disruption in the flow of
our imported products; changes in federal tax policy including tariffs; the success of our marketing, advertising and promotional efforts;
our ability to attract, train and retain quality employees in appropriate numbers, including key employees and management; increased variability
due to seasonal and quarterly fluctuations; our ability to protect the security of information about our business and our customers, suppliers,
business partners and employees; our ability to comply with existing, changing and new government regulations; our ability to manage risk
to our corporate reputation from our customers, employees and other third parties; our ability to manage litigation risks from our customers,
employees and other third parties; our ability to manage the risk associated with product liability claims and product recalls; the impact
of adverse local conditions, natural disasters or other events; our ability to manage the negative effects of inventory shrinkage; our
ability to manage unexpected costs related to our insurance programs; increased costs or exposure to fraud or theft resulting from payment
card industry related risks and regulations; our ability to maintain an effective system of internal controls over financial reporting;
impacts from the delisting of our common stock from the Nasdaq Stock Market; and the other factors listed in the Company’s filings
with the Securities and Exchange Commission.
Except as may be required by law, the Company
disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements
were made or to reflect the occurrence of unanticipated events. Investors are cautioned not to place undue reliance on any forward-looking
statements.