##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Form 10-K
 Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the fiscal year ended June 30, 2009
    
    Commission File Number 0-18927
 TANDY BRANDS ACCESSORIES, INC.  (Exact name of registrant as specified in its charter)
 Delaware
    
    75-2349915(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 690 East Lamar Boulevard, Suite 200, Arlington, TX
76011  (Address of principal executive offices and zip code)
 817-548-0090  (Registrants telephone number,
including area code)
 Common Stock, Par Value $1.00 Per Share  (Title of class)
 None
  o þ
  o þ
  þ o
 o
  o o
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer   o(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PART IItem 1
    
    Business
    
    
    3Item 1A
    
    Risk Factors
    
    
    9Item 1B
    
    Unresolved Staff Comments
    
    
    12Item 2
    
    Properties
    
    
    12Item 3
    
    Legal Proceedings
    
    
    13Item 4
    
    Submission Of Matters To A Vote Of Security Holders
    
    
    13PART IIItem 5
    
    Market For Registrants Common Equity, Related Stockholder MattersAnd Issuer Purchases Of Equity Securities
    
    
    13Item 6
    
    Selected Financial Data
    
    
    15Item 7
    
    Managements Discussion And Analysis Of Financial Condition And Results Of Operations
    
    
    15Item 7A
    
    Quantitative And Qualitative Disclosures About Market Risk
    
    
    20Item 8
    
    Financial Statements And Supplementary Data
    
    
    21Item 9
    
    Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
    
    
    38Item 9A(T)
    
    Controls And Procedures
    
    
    38Item 9B
    
    Other Information
    
    
    39PART IIIItem 10
    
    Directors, Executive Officers And Corporate Governance
    
    
    40Item 11
    
    Executive Compensation
    
    
    40Item 12
    
    Security Ownership Of Certain Beneficial Owners And ManagementAnd Related Stockholder Matters
    
    
    40Item 13
    
    Certain Relationships And Related Transactions, And Director Independence
    
    
    40Item 14
    
    Principal Accounting Fees And Services
    
    
    40PART IVItem 15
    
    Exhibits And Financial Statement Schedules
    
    
    41SIGNATURES
    
    
    42EX-10.47EX-10.48EX-10.49EX-10.50EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
  2




---



##### Table of Contents



References in this Annual Report on Form 10-K to we, our, us, or the Company refer to Tandy
Brands Accessories, Inc. and its subsidiaries unless the context requires otherwise.
 FORWARD-LOOKING STATEMENTS
 This Form 10-K contains forward-looking statements regarding future events and our future results
that are subject to the safe harbors created under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Words such as expects, anticipates, intends, plans, believes,
seeks, estimates, continues, may, variations of such words, and similar expressions are
intended to identify forward-looking statements. In addition, any statements that refer to
projections of our future financial performance, our anticipated growth and trends in our business,
and other characterizations of future events or circumstances are forward-looking statements. We
have based these forward looking statements on our current expectations about future events,
estimates and projections about the industry in which we operate. These statements are not
guarantees of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Our actual results may differ materially from those suggested by these
forward-looking statements for various reasons, including those identified under Risk Factors on
page 9. Given these risks and uncertainties, you are cautioned not to place undue reliance on
forward-looking atements. The forward-looking statements included in this report are made only
as of the date hereof. Except as required under federal securities laws and the rules and
regulations of the United States Securities and Exchange Commission, we do not undertake, and
specifically decline, any obligation to update any of these statements or to publicly announce the
results of any revisions to any forward-looking statements after the distribution of this report,
whether as a result of new information, future events, changes in assumptions, or otherwise.
 
 PART I
 
 ITEM
1 - BUSINES
 What do we do?
 ® ® ® ® ® ® ® ® ® ®
 What significant business developments were there in fiscal 2009?
  
    
    October 2008 - Employment of a new chief executive officer to succeed the individual who
guided the company since 1990;
    
    January 2009 - Announcement of an organizational restructuring plan with more than $3
million in anticipated annualized savings designed to build critical capabilities, focus
product development efforts, increase flexibility to better serve our retail partners
needs, and reduce operating expenses;
    
    March 2009 - Formation of a new Eyewear Division which expands our presence into the
emerging reading glasses category - shipping commenced in July 2009; and
    
    April 2009 - Signing of an agreement to purchase certain strategic assets from Chambers
Belt Company and assume its Wrangler licenses - closing occurred on July 9, 2009.
  3




---



##### Table of Contents



What are our product lines?
  Belts
    
    
    57.7
    %Gifts
    
    
    17.9Small leather goods
    
    
    17.2Other products
    
    
    7.2
  Belts
 Gifts
 Small Leather Goods
 Other Products
 What brands do we sell?
  Type
    

Net
SalesPrivate brands
    
    $
    77.7
    
    
    
    60.3
    %Licensed brands
    
    
    26.0
    
    
    
    20.1Proprietary brands
    
    
    25.3
    
    
    
    19.6$
    129.0
 Private Brand Products
 ® ® ® ® ® ®
 4




---



##### Table of Contents



License Agreements  ® ® ®
  ® ® ® ®
 ® ® ®
 ®
 Proprietary Brands  ® ® ® ® ® ®
 Distribution Of Our Key BrandsWe sell our products to a variety of retail outlets, including:Department stores
    
    Office supply storesSpecialty chains
    
    E-commerce websitesMass merchants
    
    National chain storesUnited States military retail exchange operations
    
    Outlet storesGolf pro shops
    
    Sporting goods storesSupermarkets
    
    Individual specialty storesUniform stores
    
    Catalog retailersTV shopping networks
    
    Shoe storesDrug stores
    
    Wholesale clubs
  Brand
    

Distribution
Channel
    

Productstotes®
    
    Mass merchants
    
    GiftsNational chain storesDepartment storesSpecialty storesWrangler®
    
    Mass merchants
    
    BeltsWestern markets
    
    Small leather goodsSporting goods storesDockers®
    
    National chain stores
    
    BeltsDr. Martens®
    
    Specialty stores
    
    BeltsWalletsBagsAmity®
    
    Mass merchants
    
    Small leather goodsNational chain stores
 5




---



##### Table of Contents



Brand
    

Distribution
Channel
    

ProductsRolfs®
    
    National chain stores
    
    BeltsDepartment stores
    
    Small leather goodsSpecialty storesCanterbury®
    
    Specialty stores
    
    BeltsGolf pro shops
    
    Small leather goodsPrince Gardner®
    
    National chain stores
    
    Small leather goodsSpecialty storesPrincess Gardner®
    
    National chain stores
    
    Small leather goodsSpecialty storesSurplus®
    
    National chain stores
    
    BeltsSmall leather goods
 ®
 Who are our customers?
  Department
Stores
    
    National Chains
    
    Mass MerchantsKohls
    
    JCPenney (U.S. and Mexico)
    
    Wal-Mart (U.S. and Canada)Belk
    
    Casual Male
    
    TargetBon-Ton/Carsons
    
    AAFES
    
    Fred MeyerMacys
    
    Academy Sports & Outdoors
    
    Zellers (Canada)Dillards
    
    Tractor Supply
    
    Ross StoresThe Bay (Canada)
    
    Moores (Canada)
    
    Shopko
  How do we maintain strong customer relations?
   6




---



##### Table of Contents



How do we merchandise and develop our products?
  What is our competitive position?
  
    
    trends toward more casual attire which has increased demand for accessories outside the
traditional dress category;
    
    increased consumer awareness of branded accessories as a fashion and lifestyle
statement; and
    
    a desire for newness and change in accessories styles.
   Product
Category
    
    CompetitorsMens and boys belts
    
    Swank, Randa/Humphreys, Cipriani, and FossilMens wallets
    
    Buxton, Randa/Humphreys, Mundi, Fossil, Swank, and CiprianiMens gifts
    
    E&B, Merchsource, Excalibur, JLR, and MundiWomens and girls belts
    
    Cipriani, Circa, and FossilWomens small leather goods
    
    Buxton, Mundi, Fossil, Relic, and Nine West
  How do we seek to grow our business?
  Where and how are our products produced?
  7




---



##### Table of Contents



Is our business seasonal?
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterNet salesFiscal 2009
    
    
    26.8
    %
    
    
    33.3
    %
    
    
    19.4
    %
    
    
    20.5
    %Fiscal 2008
    
    
    26.4
    
    
    
    33.2
    
    
    
    20.2
    
    
    
    20.2Pretax (loss) incomeFiscal 2009
    
    
    (6.7
    )%
    
    
    6.8
    %
    
    
    (81.6
    )%
    
    
    (18.5
    )%Fiscal 2008
    
    
    (6.2
    )
    
    
    (81.5
    )
    
    
    (4.9
    )
    
    
    (7.4
    )
 
 The fiscal 2009 third quarter includes noncash charges of $7.5 million, or
58.6% of the quarters pretax loss, and the fiscal 2008 second quarter includes noncash charges of
$36.5 million, or 97.2% of the quarters pretax loss. Are we subject to governmental regulations?
   How many employees do we have?
  What role does intellectual property play in our business?
  What are our working capital practices?
  8




---



##### Table of Contents



Where can investors access additional information about Tandy Brands?
  
 ITEM
1A - RISK FACTORS
  Risks Relating To Our Business
 A significant portion of our sales is attributable to a few major customers.
  We do not maintain long-term contracts with our customers and are unable to control their
purchasing decisions.
  Direct sales to customers by suppliers could negatively impact our sales.
  We extend unsecured credit to our customers and are subject to potential financial difficulties
they may face.
  9




---



##### Table of Contents



The loss of certain of our license agreements could result in the loss of significant sales.
 ® ® ®
 Distribution problems could delay product shipments.
  The loss of, or problems with, third-party manufacturers could adversely impact our operations.
  Our business is dependent on our ability to maintain proper inventory levels.
  Price increases by our suppliers could negatively affect our operating results.
  Lack of credit availability could constrain our operations.
  Risks Relating To Our Industry
 Our business is highly subject to consumer preferences and fashion trends.
  10




---



##### Table of Contents



Our industry is highly competitive and subject to pricing pressures that could adversely affect our
financial position.
  Our industry is highly subject to economic cycles and retail industry conditions.
   
    
    reduced consumer spending and demand for our products;
    
    increased consolidation in the retail industry;
    
    increased price competition for our products;
    
    increased risk of unsaleable inventories; and
    
    increased risk in the collectibility of accounts receivable from our customers.
  Consolidation in the retail industry may negatively impact our operations.
  
    
    store closures;
    
    increased customer leverage over suppliers, resulting in lower product prices or lower margins;
    
    tighter inventory management on the part of the customer, resulting in lower inventory
levels and decreased orders; and
    
    a greater exposure to customer credit risk.
 Risks Relating To International Operations
 We source most of our products from foreign countries.
  11




---



##### Table of Contents



Fluctuations in foreign currencies could adversely impact our financial condition.
  Risks Relating To Our Company
 Our business depends on a limited number of key personnel with whom we do not have employment
agreements. The loss of any one of these individuals could disrupt our business.
  We are dependent on the creative talent of our designers and the effectiveness of our sales
personnel.
  
 ITEM
1B - UNRESOLVED STAFF COMMENTS
  
 ITEM
2 - PROPERTIES
  Form ofFacility
Location
    

Use
    

OwnershipYoakum, Texas - 4 facilities (1)
    
    Office and distribution center
    
    OwnWest Bend, Wisconsin
    
    Warehouse held for sale and leased to third parties
    
    OwnScarborough, Ontario, Canada
    
    Manufacturing and distribution center
    
    LeaseDallas, Texas
    
    Distribution center
    
    LeaseArlington, Texas
    
    Corporate offices
    
    LeaseNew York, New York
    
    Office and showroom
    
    LeaseKowloon, Hong Kong
    
    Office
    
    Lease
 
 (1) One of the Yoakum, Texas facilities is vacant and held for sale.  Square FeetOwned
    
    Leased
    

TotalWarehouse and office
    
    
    559,000
    
    
    
    219,000
    
    
    
    778,000Factory
    
    
    -
    
    
    
    27,000
    
    
    
    27,000Total
    
    
    559,000
    
    
    
    246,000
    
    
    
    805,000
 12




---



##### Table of Contents



ITEM
3 - LEGAL PROCEEDINGS
  
 ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM
5 - MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 What is the principal market for our common stock
  Fiscal 2009
    
    Fiscal 2008Quarter
Ended
    
    High
    
    Low
    
    High
    
    LowSeptember 30
    
    $
    6.34
    
    
    $
    2.38
    
    
    $
    13.15
    
    
    $
    10.12December 31
    
    $
    5.00
    
    
    $
    1.25
    
    
    $
    11.86
    
    
    $
    7.91March 31
    
    $
    2.50
    
    
    $
    1.35
    
    
    $
    9.66
    
    
    $
    4.50June 30
    
    $
    3.18
    
    
    $
    1.49
    
    
    $
    6.99
    
    
    $
    3.82
 How many common stockholders do we have?
  Did we declare any cash dividends in fiscal 2009 or the prior fiscal year?
  Fiscal 2009Declaration
Date
    

Record
Date
    

Payable
Date
    

Per
ShareAugust 19, 2008
    
    September 30, 2008
    
    October 17, 2008
    
    $
    0.04
 Fiscal 2008Declaration
Date
    

Record
Date
    

Payable
Date
    

Per
ShareAugust 13, 2007
    
    September 28, 2007
    
    October 19, 2007
    
    $
    0.04October 29, 2007
    
    December 31, 2007
    
    January 18, 2008
    
    $
    0.04February 4, 2008
    
    March 31, 2008
    
    April 18, 2008
    
    $
    0.04April 21, 2008
    
    June 30, 2008
    
    July 18, 2008
    
    $
    0.04
  13




---



##### Table of Contents



How many shares of common stock are authorized for issuance under our equity compensation plans?
  
    
    1997 Employee Stock Option Plan;
    
    Nonqualified Formula Stock Option Plan for Non-Employee Directors;
    
    2002 Omnibus Plan;
    
    1995 Stock Deferral Plan for Non-Employee Directors;
    
    Stock Purchase Program; and
    
    Nonqualified stock option agreements with certain nonemployee directors.
 (A)
    
    (B)
    
    (C)Number of Securities
    
    
    
    
    
    Number Of Securities RemainingTo Be Issued upon
    
    Weighted-Average
    
    Available For Future IssuanceExercise Of
    
    Exercise Price Of
    
    Under Equity CompensationOutstanding Options,
    
    Outstanding Options,
    
    Plans (Excluding SecuritiesPlan Category
    
    Warrants And Rights
    
    Warrants And Rights
    
    Reflected In Column (A))Equity Compensation
Plans Approved by
Stockholders
    
    
    735,712
    (1)
    
    $
    10.75
    (2)
    
    
    546,334
    (3)Equity Compensation 
Plans Not Approved
by Stockholders
    
    
    15,000
    (4)
    
    $
    6.09
    
    
    
    -Total
    
    
    750,712
    
    
    $
    10.60
    (2)
    
    
    546,334
 
 (1)
    
    Includes options to purchase common stock under the following plans:   1997 Employee Stock Option Plan - 180,500 shares;   Nonqualified Formula Stock Option Plan for Non-Employee Directors - 34,275
shares; and   2002 Omnibus Plan - 227,550 shares.Also includes up to 293,387 shares under the 2002 Omnibus Plan for performance units payable
in shares of our common stock following the end of the July 1, 2008 to June 30, 2011
performance cycle if we achieve the maximum performance goal.(2)
    
    Calculation of weighted-average exercise price does not include performance unit
shares under the 2002 Omnibus Plan because they have no exercise price.(3)
    
    Includes 28,375 shares of common stock issuable under the 1995 Stock Deferral Plan
for Non-Employee Directors and 269,046 shares of common stock issuable under the 2002 Omnibus
Plan after reserving 293,387 shares which would be issuable following the end of the July 1,
2008 to June 30, 2011 performance cycle if we achieve the maximum performance goal. Upon
adoption of the 2002 Omnibus Plan, the number of shares authorized and reserved for issuance
under our previously existing stock option plans were transferred to the 2002 Omnibus Plan
and are presently authorized and reserved for issuance under that plan. All shares of common
stock authorized and reserved for issuance on the exercise of outstanding stock options under
our previous stock option plans and the 2002 Omnibus Plan will, on the cancellation or
expiration of any such stock options, automatically be authorized and reserved for issuance
under the 2002 Omnibus Plan.Also includes 248,913 shares of common stock issuable under the Stock Purchase Program which
was suspended in September 2008. The Stock Purchase Program was open to all full-time
employees who had
been employed at least six months, but less than one year, or who had been employed one year
or more and are contributing to the Tandy Brands Accessories, Inc. Employees Investment Plan.
Under the Stock Purchase Program participants could contribute 5% or 10% of their earnings and
we matched 25% or 50% of each participants contribution depending on their length of
employment and other considerations. The Stock 14




---



##### Table of Contents



Purchase Program purchased treasury stock, if available, or unissued common stock directly
from our Company at monthly average market prices. The shares were fully vested upon purchase
and the participant could withdraw from the Stock Purchase Program at any time. The shares
purchased under the Stock Purchase Program were distributed to participants annually.(4)
    
    Stock options to purchase an aggregate of 15,000 shares of common stock under
nonqualified stock option agreements for nonemployee directors dated October 16, 2001 with
Dr. James F. Gaertner (4,250), Gene Stallings (4,250), Roger R. Hemminghaus (2,500), and
Colombe M. Nicholas (4,000). These options became fully vested six months after the grant
date and expire on October 16, 2011. Did we repurchase any shares of common stock during the fourth quarter of fiscal 2009?
  
 ITEM
6 - SELECTED FINANCIAL DATA
  
 ITEM
7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
       15




---



##### Table of Contents



Increase2009
    
    (Decrease)
    
    2008Net sales:Mens accessories
    
    $
    100,759
    
    
    
    (15.3
    )%
    
    $
    118,949Womens accessories
    
    
    28,258
    
    
    
    (6.8
    )
    
    
    30,308$
    129,017
    
    
    
    (13.6
    )
    
    $
    149,257Gross margin:Mens accessories
    
    $
    32,327
    
    
    
    6.5
    %
    
    $
    30,364Womens accessories
    
    
    7,344
    
    
    
    219.9
    
    
    
    2,296$
    39,671
    
    
    
    21.5
    
    
    $
    32,660Gross margin percent of sales:Mens accessories
    
    
    32.1%
    
    
    
    
    
    
    
    25.5%Womens accessories
    
    
    26.0
    
    
    
    
    
    
    
    7.6Total
    
    
    30.7
    
    
    
    
    
    
    
    21.9
   2009
    
    Mens
    
    Womens
    
    TotalBelts
    
    $
    62,462
    
    
    
    62.0
    %
    
    $
    11,944
    
    
    
    42.3
    %
    
    $
    74,407
    
    
    
    57.7
    %Gifts
    
    
    22,066
    
    
    
    21.9
    
    
    
    1,078
    
    
    
    3.8
    
    
    
    23,145
    
    
    
    17.9Small leather goods
    
    
    7,742
    
    
    
    7.7
    
    
    
    14,479
    
    
    
    51.2
    
    
    
    22,220
    
    
    
    17.2Other products
    
    
    8,489
    
    
    
    8.4
    
    
    
    757
    
    
    
    2.7
    
    
    
    9,245
    
    
    
    7.2$
    100,759
    
    
    
    
    
    
    $
    28,258
    
    
    
    
    
    
    $
    129,0172008Belts
    
    $
    76,265
    
    
    
    64.1
    %
    
    $
    11,557
    
    
    
    38.1
    %
    
    $
    87,822
    
    
    
    58.8
    %Gifts
    
    
    19,821
    
    
    
    16.7
    
    
    
    1,089
    
    
    
    3.6
    
    
    
    20,910
    
    
    
    14.0Small leather goods
    
    
    12,790
    
    
    
    10.7
    
    
    
    15,964
    
    
    
    52.7
    
    
    
    28,754
    
    
    
    19.3Other products
    
    
    10,073
    
    
    
    8.5
    
    
    
    1,698
    
    
    
    5.6
    
    
    
    11,771
    
    
    
    7.9$
    118,949
    
    
    
    
    
    
    $
    30,308
    
    
    
    
    
    
    $
    149,257
  2009
    
    Decrease
    
    2008Selling, general and administrative expense:Mens accessories
    
    $
    41,440
    
    
    
    (1.4
    )%
    
    $
    42,008Womens accessories
    
    
    11,591
    
    
    
    (20.6
    )
    
    
    14,596$
    53,031
    
    
    
    (6.3
    )
    
    $
    56,604Depreciation and amortization:Mens accessories
    
    $
    1,210
    
    
    
    (45.8
    )%
    
    $
    2,234Womens accessories
    
    
    702
    
    
    
    (27.5
    )
    
    
    968$
    1,912
    
    
    
    (40.3
    )
    
    $
    3,202Interest expense
    
    $
    636
    
    
    
    (54.4
    )%
    
    $
    1,394
 16




---



##### Table of Contents




    
    Maintaining gross margins and controlling SG&A expenses as net sales for fiscal 2009
declined 13.6 % from the fiscal 2008 level which was 23.8% lower than the prior year; and
    
    Transitioning management to a new senior executive team and implementing restructuring
plans as long-time executives retired.
  2009 COMPARED TO 2008
 Net Sales And Gross Margins
    Operating Expenses
  17




---



##### Table of Contents



Interest And Taxes
   LIQUIDITY AND CAPITAL RESOURCES
      OFF-BALANCE SHEET ARRANGEMENTS
  CRITICAL ACCOUNTING POLICIES
  18




---



##### Table of Contents



Revenues And Accounts Receivable Allowances
 Sensitivity Analysis
 Sales
    
    Allowances
    
    
    
    EarningsChange
    
    Reserves
    
    Expense
    
    Per ShareChange in customer allowances and returns
    +/-
    0.5%
    
    $645/$(645)
    
    $645/$(645)
    
    $(0.06)/$0.06Change in allowance for doubtful accounts
    +/-
    0.125
    
    161/  (161)
    
    161/  (161)
    
    (0.02)/  0.02
 Inventories
 Sensitivity Analysis
 Percentage
    
    
    
    
    
    
    
    
    
    EarningsOf
Inventory
    

Inventory
    

Expense
    

Per
ShareChange in inventory markdown
    
    
    -1
    %
    
    $
    (230
    )
    
    $
    230
    
    
    $
    (0.02
    )
 Uncertain Tax Positions
 Share-Based Compensation
 19




---



##### Table of Contents



IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
  
 ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  20




---



##### Table of Contents



ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
      /s/ Ernst & Young LLP 
 21




---



##### Table of Contents



Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Balance Sheets
(in thousands)
 June 302009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,670
    
    
    $
    2,855Accounts receivable
    
    
    19,566
    
    
    
    21,496Inventories
    
    
    23,022
    
    
    
    35,535Other current assets
    
    
    8,282
    
    
    
    8,783Total current assets
    
    
    54,540
    
    
    
    68,669Property and equipment
    
    
    3,776
    
    
    
    5,382Other assets:Intangibles
    
    
    2,742
    
    
    
    3,069Other assets
    
    
    908
    
    
    
    1,617Total other assets
    
    
    3,650
    
    
    
    4,686$
    61,966
    
    
    $
    78,737Liabilities And Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    9,369
    
    
    $
    10,312Accrued compensation
    
    
    5,932
    
    
    
    1,985Accrued expenses
    
    
    2,124
    
    
    
    2,725Note payable
    
    
    -
    
    
    
    363Total current liabilities
    
    
    17,425
    
    
    
    15,385Other liabilities:Supplemental executive retirement obligation
    
    
    -
    
    
    
    1,893Other liabilities
    
    
    2,825
    
    
    
    3,581Total other liabilities
    
    
    2,825
    
    
    
    5,474CommitmentsStockholders equity:Preferred stock, $1.00 par value, 1,000 shares authorized, none issued
    
    
    -
    
    
    
    -Common
stock, $1.00 par value, 10,000 shares authorized, 
7,037 shares and 7,049 shares issued and outstanding
    
    
    7,037
    
    
    
    7,049Additional paid-in capital
    
    
    34,867
    
    
    
    34,840Retained earnings (deficit)
    
    
    (56
    )
    
    
    15,337Other comprehensive income
    
    
    984
    
    
    
    1,666Shares held by Benefit Restoration Plan Trust
    
    
    (1,116
    )
    
    
    (1,014
    )Total stockholders equity
    
    
    41,716
    
    
    
    57,878$
    61,966
    
    
    $
    78,737
  22




---



##### Table of Contents



Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Operations
(in thousands except per share amounts)
 Year Ended June 302009
    
    
    2008Net sales
    
    $
    129,017
    
    
    $
    149,257Cost of goods sold
    
    
    82,417
    
    
    
    97,872Inventory write-down
    
    
    6,929
    
    
    
    18,72589,346
    
    
    
    116,597Gross margin
    
    
    39,671
    
    
    
    32,660Selling, general and administrative expenses
    
    
    53,031
    
    
    
    56,604Depreciation and amortization
    
    
    1,912
    
    
    
    3,202Goodwill and other intangibles impairment
    
    
    -
    
    
    
    17,774Total operating expenses
    
    
    54,943
    
    
    
    77,580Operating loss
    
    
    (15,272
    )
    
    
    (44,920
    )Interest expense
    
    
    (636
    )
    
    
    (1,394
    )Other income
    
    
    228
    
    
    
    237Loss before income taxes
    
    
    (15,680
    )
    
    
    (46,077
    )Income taxes (benefit)
    
    
    (569
    )
    
    
    3,211Net loss
    
    $
    (15,111
    )
    
    $
    (49,288
    )Loss per common share
    
    $
    (2.18
    )
    
    $
    (7.18
    )Loss per common share assuming dilution
    
    $
    (2.18
    )
    
    $
    (7.18
    )Cash dividends declared per common share
    
    $
    0.04
    
    
    $
    0.16Common shares outstanding
    
    
    6,937
    
    
    
    6,863Common shares outstanding assuming dilution
    
    
    6,937
    
    
    
    6,863
  23




---



##### Table of Contents



Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Cash Flows
(in thousands)
 Year Ended June 302009
    
    
    2008Cash flows provided by operating activities:Net loss
    
    $
    (15,111
    )
    
    $
    (49,288
    )Adjustments
to reconcile net loss to 
net cash provided by operating activities:Inventory write-down
    
    
    6,929
    
    
    
    18,725Goodwill and other intangibles impairment
    
    
    -
    
    
    
    17,774Doubtful accounts receivable provision
    
    
    1,091
    
    
    
    130Depreciation and amortization
    
    
    1,944
    
    
    
    3,237Stock compensation expense
    
    
    195
    
    
    
    249Amortization of debt costs
    
    
    233
    
    
    
    315Deferred income taxes
    
    
    (405
    )
    
    
    3,074Other
    
    
    (629
    )
    
    
    729Change in assets and liabilities:Accounts receivable
    
    
    839
    
    
    
    9,731Inventories
    
    
    5,830
    
    
    
    10,112Other assets
    
    
    2,406
    
    
    
    (2,328
    )Accounts payable
    
    
    (736
    )
    
    
    (6,233
    )Accrued expenses
    
    
    1,133
    
    
    
    (585
    )Net cash provided by operating activities
    
    
    3,719
    
    
    
    5,642Cash flows used for investing activities:Purchases of property and equipment
    
    
    (542
    )
    
    
    (594
    )Funding supplemental executive retirement plan
    
    
    (1,060
    )
    
    
    -Net cash used for investing activities
    
    
    (1,602
    )
    
    
    (594
    )Cash flows used by financing activities:Stock purchase program (withdrawals)
    
    
    (145
    )
    
    
    840Stock options exercised
    
    
    -
    
    
    
    67Dividends paid
    
    
    (564
    )
    
    
    (1,112
    )Change in cash overdrafts
    
    
    (230
    )
    
    
    (358
    )Proceeds from borrowings
    
    
    52,370
    
    
    
    41,911Borrowing repayments
    
    
    (52,733
    )
    
    
    (47,617
    )Net cash used by financing activities
    
    
    (1,302
    )
    
    
    (6,269
    )Net increase (decrease) in cash and cash equivalents
    
    
    815
    
    
    
    (1,221
    )Cash and cash equivalents beginning of year
    
    
    2,855
    
    
    
    4,076Cash and cash equivalents end of year
    
    $
    3,670
    
    
    $
    2,855Supplemental cash flow information:Interest paid
    
    $
    460
    
    
    $
    859Income taxes paid
    
    $
    502
    
    
    $
    545
  24




---



##### Table of Contents



Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Stockholders Equity
(in thousands except per share amounts)
 Shares HeldAdditional
    
    
    Retained
    
    
    Other
    
    
    By Benefit
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Earnings
    
    
    Comprehensive
    
    
    Restoration
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Income
    
    
    Plan Trust
    
    
    EquityBalance June 30, 2007
    
    
    6,912
    
    
    $
    6,912
    
    
    $
    33,616
    
    
    $
    66,967
    
    
    $
    1,326
    
    
    $
    (914
    )
    
    $
    107,907Uncertainty in income taxes accounting change
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (1,225
    )
    
    
    -
    
    
    
    -
    
    
    
    (1,225
    )Comprehensive (loss):Net (loss)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (49,288
    )
    
    
    -
    
    
    
    -
    
    
    
    (49,288
    )Currency translation adjustments
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    340
    
    
    
    -
    
    
    
    340(48,948
    )Cash dividends declared - $0.16 per share
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (1,120
    )
    
    
    -
    
    
    
    -
    
    
    
    (1,120
    )Stock sold to Stock Purchase Program
    
    
    113
    
    
    
    113
    
    
    
    727
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    840Stock options exercised
    
    
    8
    
    
    
    8
    
    
    
    59
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    67Share-based compensation
    
    
    16
    
    
    
    16
    
    
    
    438
    
    
    
    3
    
    
    
    -
    
    
    
    -
    
    
    
    457Benefit Restoration Plan Trust shares purchased
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (100
    )
    
    
    (100
    )Balance June 30, 2008
    
    
    7,049
    
    
    
    7,049
    
    
    
    34,840
    
    
    
    15,337
    
    
    
    1,666
    
    
    
    (1,014
    )
    
    
    57,878Comprehensive (loss):Net (loss)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (15,111
    )
    
    
    -
    
    
    
    -
    
    
    
    (15,111
    )Currency translation adjustments
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (682
    )
    
    
    -
    
    
    
    (682
    )(15,793
    )Cash dividends declared - $0.04 per share
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (282
    )
    
    
    -
    
    
    
    -
    
    
    
    (282
    )Stock Purchase Program withdrawals
    
    
    (25
    )
    
    
    (25
    )
    
    
    (120
    )
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (145
    )Share-based compensation
    
    
    13
    
    
    
    13
    
    
    
    147
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    160Benefit Restoration Plan Trust shares purchased
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (102
    )
    
    
    (102
    )Balance June 30, 2009
    
    
    7,037
    
    
    $
    7,037
    
    
    $
    34,867
    
    
    $
    (56
    )
    
    $
    984
    
    
    $
    (1,116
    )
    
    $
    41,716
  25




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1
- Overview
 The Company
 Basis Of Presentation  FASB Accounting Standards Codification Generally Accepted Accounting Principles
   Foreign Currency Translation
 Note
2 - Summary Of Significant Accounting Policies
 Fair Values
 Cash And Cash Equivalents
 Accounts Receivable And Allowances
 26




---



##### Table of Contents



Beginning
    
    Charged To
    
    
    
    
    
    EndingFiscal
Year
    
    Balance
    
    Expense
    
    Deductions
    
    Balance2009
    
    $
    1,171
    
    
    $
    6,298
    
    
    $
    5,452
    
    
    $
    2,0172008
    
    
    943
    
    
    
    9,540
    
    
    
    9,312
    
    
    
    1,171
 Inventories
 2009
    
    
    2008Raw materials
    
    $
    1,489
    
    
    $
    2,545Work-in-process
    
    
    68
    
    
    
    148Finished goods
    
    
    21,465
    
    
    
    32,842$
    23,022
    
    
    $
    35,535
  Property And Equipment
 2009
    
    
    2008
    
    
    Depreciation RatesBuildings
    
    $
    3,667
    
    
    $
    4,171
    
    
    3%Leasehold improvements
    
    
    3,096
    
    
    
    3,232
    
    
    Lesser of lease term or asset lifeMachinery and equipment
    
    
    23,668
    
    
    
    24,996
    
    
    10% to 50%30,431
    
    
    
    32,399Accumulated depreciation
    
    
    (26,655
    )
    
    
    (27,017
    )$
    3,776
    
    
    $
    5,382
    Intangibles And Impairment Of Long-Lived Assets
  27




---



##### Table of Contents



Derivative Instruments
 Sales
 Costs And Expenses
 Advertising Costs
 Share-Based Compensation
 Income Taxes
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes Income Taxes
 Recent Accounting Pronouncements  The Fair Value Option for Financial Assets and Financial Liabilities Financial Instruments
 Fair Value
Measurements and Disclosures Fair Value Measurements and Disclosures
 28




---



##### Table of Contents



Subsequent Events Subsequent Events
 Business Combinations Business Combinations Determination of the
Useful Life of Intangible Assets
 Note
3 - Significant Events
 Fiscal 2010 Acquisition Subsequent Event
    Fiscal 2009 Inventory Write-Down And Restructuring Charges
 29




---



##### Table of Contents



Fiscal 2008 Inventory Write-Down, Intangibles Impairment, And Restructuring Charges
     Note
4 - Credit Arrangements
    30




---



##### Table of Contents



Note
5 - Disclosures About Segments Of Our Business And Related Information
   2009
    
    
    2008Net sales:Mens accessories
    
    $
    100,759
    
    
    $
    118,949Womens accessories
    
    
    28,258
    
    
    
    30,308$
    129,017
    
    
    $
    149,257Operating loss: (1)Mens accessories (2)
    
    $
    (10,323
    )
    
    $
    (31,652
    )Womens accessories (3)
    
    
    (4,949
    )
    
    
    (13,268
    )(15,272
    )
    
    
    (44,920
    )Interest expense (4)
    
    
    (636
    )
    
    
    (1,394
    )Other income (5)
    
    
    228
    
    
    
    237Loss before income taxes
    
    $
    (15,680
    )
    
    $
    (46,077
    )Depreciation and amortization:Mens accessories
    
    $
    1,210
    
    
    $
    2,234Womens accessories
    
    
    702
    
    
    
    968$
    1,912
    
    
    $
    3,202Capital expenditures:Mens accessories
    
    $
    110
    
    
    $
    101Corporate
    
    
    432
    
    
    
    493$
    542
    
    
    $
    594Total assets:Mens accessories
    
    $
    44,085
    
    
    $
    53,079Womens accessories
    
    
    9,459
    
    
    
    15,792Corporate
    
    
    8,422
    
    
    
    9,866$
    61,966
    
    
    $
    78,737
 
 (1)
    
    Operating loss consists of net sales less cost of goods sold and specifically
identifiable and allocated SG&A expenses.(2)
    
    Mens accessories fiscal 2009 operating loss includes an inventory write-down
($4.8 million) and restructuring costs ($0.6 million). The fiscal 2008 loss includes charges
of $28.4 million: goodwill
impairment ($16.5 million); write-down of out-of-program and slow-moving inventory ($9.6
million); intangibles impairment ($1.3 million); and restructuring ($1 million).(3)
    
    Womens accessories fiscal 2009 operating loss includes an inventory write-down
($2.1 million) and restructuring costs ($0.2 million). The fiscal 2008 loss includes charges
of $9.2 million: write-down of out-of-program and slow-moving inventory ($9.1 million); and
restructuring ($0.1 million).
 31




---



##### Table of Contents



(4)
    
    Interest expense for fiscal 2008 includes $196,000 of costs related to a debt
covenant waiver we received for the first quarter and $176,000 related to costs previously
capitalized for the credit facility with our previous lenders.(5)
    
    Other income includes interest, royalty income from corporate trade names, and
other income not specifically identifiable with a segment.
   2009
    
    
    2008Net sales:United States
    
    $
    118,568
    
    
    $
    137,753Canada
    
    
    10,449
    
    
    
    11,504$
    129,017
    
    
    $
    149,257(Loss) income before income taxes:United States
    
    $
    (16,294
    )
    
    $
    (45,403
    )Canada
    
    
    614
    
    
    
    (674
    )$
    (15,680
    )
    
    $
    (46,077
    )Property and equipment:United States
    
    $
    29,715
    
    
    $
    31,620Canada
    
    
    716
    
    
    
    779$
    30,431
    
    
    $
    32,399Total assets:United States
    
    $
    56,180
    
    
    $
    72,349Canada
    
    
    5,786
    
    
    
    6,388$
    61,966
    
    
    $
    78,737
  Note
6 - Leases And Royalties
 
  Fiscal
Year
    
    Rent
    
    
    Royalty2010
    
    $
    1,371
    
    
    $
    1,1412011
    
    
    584
    
    
    
    9882012
    
    
    458
    
    
    
    7252013
    
    
    251
    
    
    
    123$
    2,664
    
    
    $
    2,977
 32




---



##### Table of Contents



Note
7 - Income Taxes
  2009
    
    
    2008Inventory valuation
    
    $
    5,279
    
    
    $
    7,942Net operating loss carryover
    
    
    12,199
    
    
    
    3,533Compensation plans
    
    
    1,401
    
    
    
    1,768Uncertain tax positions
    
    
    918
    
    
    
    844Depreciation
    
    
    885
    
    
    
    816Accounts receivable valuation
    
    
    624
    
    
    
    202Other net
    
    
    186
    
    
    
    7421,492
    
    
    
    15,179Valuation allowance
    
    
    (21,087
    )
    
    
    (15,179
    )Net
    
    $
    405
    
    
    $
    -
  2009
    
    
    2008Current:Federal (benefit)
    
    $
    -
    
    
    $
    (1,412
    )State
    
    
    89
    
    
    
    235Foreign
    
    
    155
    
    
    
    300244
    
    
    
    (877
    )Deferred:Federal
    
    
    (5,479
    )
    
    
    (11,263
    )State
    
    
    (575
    )
    
    
    82Foreign
    
    
    (415
    )
    
    
    -Uncertain tax positions
    
    
    (252
    )
    
    
    90Valuation allowance
    
    
    5,908
    
    
    
    15,179(813
    )
    
    
    4,088$
    (569
    )
    
    $
    3,211
  2009
    
    
    2008Statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%Deferred tax valuation allowance
    
    
    39.2
    
    
    
    31.2Goodwill impairment
    
    
    -
    
    
    
    8.7State and foreign taxes net of federal tax benefit
    
    
    (5.1
    )
    
    
    1.1Uncertain tax positions
    
    
    (1.7
    )
    
    
    0.2Other net
    
    
    (2.0
    )
    
    
    (0.2
    )(3.6
    )%
    
    
    7.0
    %
  33




---



##### Table of Contents



2009
    
    
    2008Unrecognized tax benefits:Beginning of year
    
    $
    1,870
    
    
    $
    1,946Increases (decreases) in prior years tax positions
    
    
    119
    
    
    
    (48
    )Statutes of limitations lapses
    
    
    (468
    )
    
    
    (26
    )Settlements
    
    
    -
    
    
    
    (2
    )End of year
    
    
    1,521
    
    
    
    1,870Accrued interest and penalties
    
    
    1,171
    
    
    
    1,074Uncertain tax positions liability
    
    $
    2,692
    
    
    $
    2,944Unrecognized tax benefits affecting tax rate if recognized
    
    $
    1,003
    
    
    $
    1,393Interest and penalty expense
    
    $
    97
    
    
    $
    221
 Note
8 -  Intangibles And Goodwill
  2009
    
    
    2008Gross carrying amount
    
    $
    6,655
    
    
    $
    6,730Accumulated amortization
    
    
    (3,913
    )
    
    
    (3,661
    )$
    2,742
    
    
    $
    3,069
 2009
    
    
    Weighted-Average LifeBalance
    
    Expense
    
    
    Total
    
    
    RemainingTrade names
    
    
    $2,734
    
    
    
    $316
    
    
    
    20.7
    
    
    
    8.7Other
    
    
    8
    
    
    
    11
    
    
    
    20.0
    
    
    
    4.0$2,742
    
    
    
    $327
    
    
    
    20.7
    
    
    
    8.6
 
  June 30, 2007 - Accumulated amortization - $6,670
    
    $
    16,361Currency translation adjustment
    
    
    114Impairment
    
    
    (16,475
    )June 30, 2008
    
    $
    -
  Note
9 - Share-Based Compensation
 Omnibus Plan
  34




---



##### Table of Contents



Awards
Granted  Restricted Stock
 Weighted-AverageNumber
    
    Grant-DateOf
Shares
    

Fair
ValueNonvested June 30, 2008
    
    
    59,810
    
    
    $
    11.18Granted
    
    
    21,000
    
    
    
    4.93Vested
    
    
    (40,969
    )
    
    
    10.91Nonvested June 30, 2009
    
    
    39,841
    
    
    
    8.16
  Stock Options
  Weighted-AverageRemaining
    
    AggregateNumber
    
    Exercise
    
    Contractual
    
    IntrinsicOf
Shares
    
    Price
    

Term
    

ValueOutstanding June 30, 2008
    
    
    532,732
    
    
    $
    11.49Granted
    
    
    30,000
    
    
    
    5.31Forfeited and cancelled
    
    
    (105,407
    )
    
    
    13.62Outstanding June 30, 2009
    
    
    457,325
    
    
    
    10.60Vested and expected to vest
    
    
    457,325
    
    
    
    10.60
    
    
    3.4 Years
    
    
    -Exercisable
    
    
    427,325
    
    
    
    10.97
    
    
    3.0 Years
    
    
    -
 35




---



##### Table of Contents



Performance
Units
  SharesWeighted-AveragePerformance
    
    
    
    
    
    Grant-DateUnits(1)
    

Number(1)
    

Fair
ValueGranted
    
    
    1,260,000
    
    
    
    328,108
    
    
    $
    1.92Forfeited
    
    
    (133,334
    )
    
    
    (34,721
    )
    
    
    1.92Outstanding June 30, 2009
    
    
    1,126,666
    
    
    
    293,387
    
    
    
    1.92Vested and expected to vest
    
    
    1,126,666
    
    
    
    293,387
    
    
    
    1.92
 
 (1) Assuming maximum payout.  Expense
 Note
10 - Employee Benefit Plans And Consulting Agreement
  401(k) Plan
 Stock Purchase Program
 36




---



##### Table of Contents



Benefit Restoration Plan
 Acknowledgment and Release Agreement
 Consulting Agreement
 Note
11 - Director Stock Deferral Plan
  Note
12 - Preferred Stock
  37




---



##### Table of Contents



Note
13 - Loss Per Share
  2009
    
    
    2008Numerator for basic and diluted earnings per share:Net loss
    
    $
    (15,111
    )
    
    $
    (49,288
    )Denominator:Weighted-average shares outstanding
    
    
    6,936
    
    
    
    6,860Contingently issuable shares
    
    
    1
    
    
    
    3Denominator for earnings per share
    
    
    6,937
    
    
    
    6,863Basic and diluted loss per common share
    
    $
    (2.18
    )
    
    $
    (7.18
    )
  2009
    
    
    2008Stock options (exercise prices per share: 2009 - $5.31 to
$16.81; 2008 - $5.63 to $17.56)
    
    
    457
    
    
    
    533Benefit Restoration Trust shares
    
    
    122
    
    
    
    90Performance units
    
    
    46
    
    
    
    -Nonvested restricted stock not contingently issuable
    
    
    3
    
    
    
    33
 
 ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM
9A(T) - CONTROLS AND PROCEDURES
 Disclosure Controls And Procedures
 Managements Report On Internal Control Over Financial Reporting
  38




---



##### Table of Contents



Changes In Internal Control Over Financial Reporting
 
 ITEM
9B - OTHER INFORMATION
  39




---



##### Table of Contents



PART III
   Item
 Caption In The
Tandy Brands Accessories, Inc.
2009 Proxy Statement
    
 
    
 
    
 
    
 
    
 
   40




---



##### Table of Contents



PART IV
 
 ITEM
15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements
 
    
    Consolidated Balance Sheets as of June 30, 2009 and 2008
    
    Consolidated Statements of Operations for the years ended June 30, 2009 and 2008
    
    Consolidated Statements of Cash Flows for the years ended June 30, 2009 and 2008
    
    Consolidated Statements of Stockholders Equity for the years ended June 30, 2009 and
2008
 Financial Statement Schedules
 Exhibits
 41




---



##### Table of Contents



SIGNATURES
  TANDY BRANDS ACCESSORIES, INC.
(Registrant)/s/ N. Roderick McGeachy, IIIN. Roderick McGeachy, IIIPresident and Chief Executive Officer   Name
    

Position
    

Date/s/ N. Roderick McGeachy
    
    Director, Chairman of the Board,
    
    August 27, 2009N. Roderick McGeachy
    
    President and
Chief Executive Officer
(principal executive officer)/s/ W. Grady Rosier
    
    Lead Independent Director
    
    August 27, 2009W. Grady Rosier/s/ Dr. James F. Gaertner
    
    Director
    
    August 27, 2009Dr. James F. Gaertner/s/ Roger R. Hemminghaus
    
    Director
    
    August 27, 2009Roger R. Hemminghaus/s/ George C. Lake
    
    Director
    
    August 27, 2009George C. Lake/s/ Colombe M. Nicholas
    
    Director
    
    August 27, 2009Colombe M. Nicholas/s/ Gene Stallings
    
    Director
    
    August 27, 2009Gene Stallings/s/ William D. Summitt
    
    Director
    
    August 27, 2009William D. Summitt/s/ M.C. Mackey
    
    Chief Financial Officer
    
    August 27, 2009M.C. Mackey
    
    (principal financial officer andprincipal accounting officer)
 42




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit(3)     Articles of Incorporation and Bylaws3.1
    
    Certificate of Incorporation of
Tandy Brands Accessories, Inc.
    
    S-1
    
    11/02/90
    
    33-37588
    
    3.13.2
    
    Certificate of Amendment of the
Certificate of Incorporation of Tandy
Brands Accessories, Inc.
    
    8-K
    
    11/02/07
    
    0-18927
    
    3.13.3
    
    Amended and Restated Bylaws of Tandy
Brands Accessories, Inc., effective July
2007
    
    8-K
    
    7/13/07
    
    0-18927
    
    3.013.4
    
    Amendment No. 1 to Amended and
Restated Bylaws of Tandy Brands
Accessories, Inc.
    
    8-K
    
    11/02/07
    
    0-18927
    
    3.2(4)      Instruments Defining the Rights of Security
Holders, Including Indentures4.1
    
    Form of Common Stock Certificate of
Tandy Brands Accessories, Inc.
    
    S-1
    
    12/17/90
    
    33-37588
    
    4.24.2
    
    Certificate of Elimination of Series
A Junior Participating Cumulative
Preferred Stock of Tandy Brands
Accessories, Inc.
    
    8-K
    
    10/24/07
    
    01-18927
    
    3.14.3
    
    Credit Agreement by and between
Tandy Brands Accessories, Inc. and
Comerica Bank dated as of February 12,
2008
    
    10-Q
    
    2/14/08
    
    0-18927
    
    4.34.4
    
    Amendment No. 1 to Credit Agreement
dated as of February 12, 2008 by and
between Tandy Brands Accessories, Inc.
and Comerica Bank effective as of March
31, 2009
    
    10-Q
    
    5/14/09
    
    0-18927
    
    4.4(10)      Material Contracts10.1
    
    Tandy Brands Accessories, Inc.
Benefit Restoration Plan and related Trust
Agreement and Amendments Nos. 1 and 2
thereto*
    
    10-K
    
    9/25/97
    
    0-18927
    
    10.1410.2
    
    Amendment No. 3 to the Tandy Brands
Accessories, Inc. Benefit Restoration
Plan, effective as of July 1, 2003*
    
    10-K
    
    9/23/03
    
    0-18927
    
    10.3210.3
    
    Form of Indemnification
Agreement between Tandy Brands
Accessories, Inc. and each of its Directors
    
    S-1
    
    12/17/90
    
    33-37588
    
    10.1610.4
    
    Form of Indemnification Agreement
between Tandy Brands Accessories, Inc. and
each of its Officers
    
    S-1
    
    12/17/90
    
    33-37588
    
    10.17
 1




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.5
    
    Tandy Brands Accessories, Inc.
Non-Qualified Formula Stock Option Plan
for Non-Employee Directors*
    
    S-8
    
    2/10/94
    
    33-75114
    
    28.110.6
    
    Amendment No. 4 to the Tandy Brands
Accessories, Inc. Nonqualified Formula
Stock Option Plan For Non-Employee
Directors*
    
    10-Q
    
    5/10/02
    
    0-18927
    
    10.3910.7
    
    Tandy Brands Accessories, Inc.
Non-Qualified Stock Option Plan for
Non-Employee Directors*
    
    S-8
    
    2/10/94
    
    33-75114
    
    28.310.8
    
    Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee
Directors*
    
    S-8
    
    6/03/96
    
    33-08579
    
    99.110.9
    
    Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan*
    
    S-8
    
    12/12/97
    
    333-42211
    
    99.110.10
    
    Amendment No. 2 to the Tandy Brands
Accessories, Inc. 1997 Employee Stock
Option Plan*
    
    10-Q
    
    5/10/02
    
    0-18927
    
    10.3810.11
    
    Tandy Brands Accessories, Inc.
Employees Investment Plan, as Amended and
Restated effective July 1, 2000*
    
    10-K
    
    9/26/00
    
    0-18927
    
    10.3910.12
    
    Mid-Market Trust Agreement, dated
August 19, 2001, between Tandy Brands
Accessories, Inc. and State Street Bank
and Trust Company, relating to the Tandy
Brands Accessories, Inc. Employees
Investment Plan*
    
    10-K
    
    9/23/03
    
    0-18927
    
    10.2810.13
    
    Amendments Nos. 1-3 to the Tandy
Brands Accessories, Inc. Employees
Investment Plan, as Amended and Restated
effective July 1, 2000*
    
    10-K
    
    9/23/03
    
    0-18927
    
    10.3110.14
    
    Succession Agreement, dated June 20,
2002, between Tandy Brands Accessories,
Inc. and Comerica Bank - Texas, (the
Trustee), relating to the Tandy Brands
Accessories, Inc. Employees Investment
Plan*
    
    10-K
    
    9/23/03
    
    0-18927
    
    10.3510.15
    
    Amendment No. 4 to the Tandy Brands
Accessories, Inc. Employees Investment
Plan, dated December 22, 2003*
    
    10-Q
    
    2/12/04
    
    0-18927
    
    10.3810.16
    
    Nonqualified Stock Option Agreement
for Non-Employee Directors, dated October
16, 2001, by and between Tandy Brands
Accessories, Inc. and Dr. James F.
Gaertner*
    
    S-8
    
    5/15/02
    
    33-88276
    
    10.2
 2




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.17
    
    Nonqualified Stock Option Agreement
for Non-Employee Directors, dated October
16, 2001, by and between Tandy Brands
Accessories, Inc. and Gene Stallings*
    
    S-8
    
    5/15/02
    
    33-88276
    
    10.410.18
    
    Nonqualified Stock Option Agreement
for Non-Employee Directors, dated October
16, 2001, by and between Tandy Brands
Accessories, Inc. and Roger R. Hemminghaus*
    
    S-8
    
    5/15/02
    
    33-88276
    
    10.510.19
    
    Nonqualified Stock Option Agreement
for Non-Employee Directors, dated October
16, 2001, by and between Tandy Brands
Accessories, Inc. and Colombe M. Nicholas*
    
    S-8
    
    5/15/02
    
    33-88276
    
    10.610.20
    
    Tandy Brands Accessories, Inc. 2002
Omnibus Plan*
    
    10-Q
    
    11/12/02
    
    0-18927
    
    10.2410.21
    
    Form of Non-Employee Director
Nonqualified Stock Option Agreement
pursuant to the Tandy Brands Accessories,
Inc. 2002 Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    10.3910.22
    
    Form of Employee Nonqualified Stock
Option Agreement pursuant to the Tandy
Brands Accessories, Inc. 2002 Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    10.4010.23
    
    Form of Non-Employee Director
Restricted Stock Award Agreement pursuant
to the Tandy Brands Accessories, Inc. 2002
Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    10.4110.24
    
    Form of Employee Restricted Stock
Award Agreement pursuant to the Tandy
Brands Accessories, Inc. 2002 Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    10.4210.25
    
    Form of Severance Agreement between
Tandy Brands Accessories, Inc. and certain
Executive Officers*
    
    10-K
    
    9/23/03
    
    0-18927
    
    10.3310.26
    
    Office Lease Agreement, dated January
31, 2004, between Koll Bren Fund VI, LP and
Tandy Brands Accessories, Inc. relating to
the corporate office
    
    10-Q
    
    2/12/04
    
    0-18927
    
    10.3610.27
    
    Acknowledgement and Release Agreement
between Tandy Brands Accessories, Inc. and
J.S.B. Jenkins relating to the termination
of the Supplemental Executive Retirement
Plan*
    
    8-K
    
    8/22/05
    
    0-18927
    
    10.4510.28
    
    Amendments Nos. 5-6 to the Tandy
Brands Accessories, Inc. Employees
Investment Plan, as Amended and Restated
effective July 1, 2000*
    
    10-Q
    
    5/11/06
    
    0-18927
    
    10.44
 3




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.29
    
    Amendment No. 2 to the Tandy Brands
Accessories, Inc. 1995 Stock Deferral Plan
for Non-Employee Directors*
    
    10-K
    
    9/22/06
    
    0-18927
    
    10.3510.30
    
    Credit Agreement by and between Tandy
Brands Accessories, Inc. and Comerica Bank
dated as of February 12, 2008
    
    10-Q
    
    2/14/08
    
    0-18927
    
    10.3110.31
    
    Amendment No. 4 to the Tandy Brands
Accessories, Inc. Benefit Restoration Plan,
dated July 1, 2001*
    
    10-Q
    
    11/14/06
    
    0-18927
    
    10.3710.32
    
    Amendment No. 7 to the Tandy Brands
Accessories, Inc. Employees Investment
Plan, effective as of January 1, 2006*
    
    10-Q
    
    2/14/07
    
    0-18927
    
    10.3810.33
    
    Amendment No. 1 to the Tandy Brands
Accessories, Inc. 2002 Omnibus
Plan*
    
    10-K
    
    9/21/07
    
    0-18927
    
    10.3810.34
    
    Tandy Brands Accessories, Inc. Stock
Purchase Program (As Amended And Restated
Effective December 1, 2005)*
    
    10-Q
    
    11/19/07
    
    0-18927
    
    10.4010.35
    
    Employment Agreement by and between
Tandy Brands Accessories, Inc. and N.
Roderick McGeachy, III effective October 1,
2008*
    
    10-Q
    
    11/10/08
    
    0-18927
    
    10.110.36
    
    Nonqualified Stock Option Agreement
pursuant to the Tandy Brands Accessories,
Inc. 2002 Omnibus Plan with N. Roderick
McGeachy, III dated October 1, 2008*
    
    10-Q
    
    11/10/08
    
    0-18927
    
    10.210.37
    
    Amendment No. 5 to the Tandy Brands
Accessories, Inc. Benefit Restoration Plan
dated December 31, 2008*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.110.38
    
    Amendment No. 2 to the Tandy Brands
Accessories, Inc. Stock Deferral Plan for
Non-Employee Directors dated December 31,
2008*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.210.39
    
    Amendment No. 8 to the Tandy Brands
Accessories, Inc. Employees Investment Plan
dated December 31, 2008*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.310.40
    
    Summary of 2009 Long-Term Incentive
Program for Tandy Brands Accessories, Inc.*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.510.41
    
    Form of Tandy Brands Accessories,
Inc. 2009 Performance Unit Award Agreement*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.6
 4




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.42
    
    First Amendment to Lease dated
January 22, 2009 by and between Enterprise
Centre Operating Associates, LP and Tandy
Brands Accessories, Inc. relating to the
corporate office
    
    10-Q
    
    2/4/09
    
    0-18927
    
    10.710.43
    
    Amendment No. 1 to Credit Agreement
dated as of February 12, 2008 by and
between Tandy Brands Accessories, Inc. and
Comerica Bank effective as of March 31,
2009
    
    10-Q
    
    5/14/09
    
    0-18927
    
    10.710.44
    
    Consulting Agreement by and between
Tandy Brands Accessories, Inc. and J.S.B.
Jenkins effective as of May 8, 2009*
    
    10-Q
    
    5/14/09
    
    0-18927
    
    10.810.45
    
    Summary of Fiscal 2010 Management
Incentive Plan for Tandy Brands
Accessories, Inc.*
    
    8-K
    
    7/7/09
    
    0-18927
    
    10.110.46
    
    Summary of 2010 Long-Term Incentive
Program for Tandy Brands Accessories, Inc.*
    
    8-K
    
    7/7/09
    
    0-18927
    
    10.210.47
    
    Consent, Resignation & Appointment
agreement among Tandy Brands Accessories,
Inc., Comerica Bank, and Wells Fargo Bank,
N.A. relating to the Tandy Brands
Accessories, Inc. Employees Investment
Plan* **
    
    N/A
    
    N/A
    
    N/A
    
    N/A10.48
    
    Consent, Resignation & Appointment
agreement among Tandy Brands Accessories,
Inc., Comerica Bank, and Wells Fargo Bank,
N.A. relating to the Tandy Brands
Accessories, Inc. Benefit Restoration Plan*
**
    
    N/A
    
    N/A
    
    N/A
    
    N/A10.49
    
    Form of Tandy Brands Accessories,
Inc. 2010 Performance Unit Award Agreement*
**
    
    N/A
    
    N/A
    
    N/A
    
    N/A10.50
    
    Fiscal 2010 Compensation
Summaries* **
    
    N/A
    
    N/A
    
    N/A
    
    N/A(21)     Subsidiaries of the Registrant21.1
    
    List of Subsidiaries**
    
    N/A
    
    N/A
    
    N/A
    
    N/A(23)      Consents of Experts and Counsel23.1
    
    Consent of Ernst & Young LLP**
    
    N/A
    
    N/A
    
    N/A
    
    N/A(31)
     Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    Certification
Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Executive Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    N/A31.2
    
    Certification Pursuant to Rule
13a-14(a)/15d-14(a) (Chief Financial
Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    N/A
 5




---



##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit(32)       Section 1350 Certifications32.1
    
    Section 1350 Certifications (Chief
Executive Officer and Chief Financial
Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    N/A
 
 *
    
    Management contract or compensatory plan**
    
    Filed herewith 6