TUES Tuesday Morning Corp

 

 

 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549		OMB Number: 3235-0058 Expires: April 30, 20225 Estimated average burden hours per response. . . . . . .2.50
FORM 12b-25/A		SEC FILE NUMBER 001-40432
NOTIFICATION OF LATE FILING		CUSIP NUMBER 89904V 101

 

(Check One):	¨  Form 10-K	¨  Form 20-F	¨  Form 11-K	x    Form 10-Q	¨  Form 10-D	¨  Form N-CEN
	¨  Form N-CSR
	For Period Ended: October 1, 2022
	¨ Transition Report on Form 10-K
	¨ Transition Report on Form 20-F
	¨ Transition Report on Form 11-K
	¨ Transition Report on Form 10-Q

	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Tuesday Morning Corporation

Full Name of Registrant

Former Name if Applicable

6250 LBJ Freeway

Address of Principal Executive Office (Street and Number)

Dallas, Texas 75240

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
¨	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

  

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

On November 14, 2022, Tuesday Morning Corporation (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal year ended October 1, 2022 (the “Quarterly Report”) by the November 10, 2022 filing date. As described in more detail in the Original Form 12b-25, the Company required additional time to complete the valuation of the embedded derivatives in convertible notes issued by the Company on September 20, 2022 and finalize its financial statements and related information included in the Quarterly Report.

 

While the Company expected to file the Quarterly Report within the five-day extension period provided under Rule 12b-25, the Company was unable to file the Quarterly Report within the extension period. In the process of finalizing the Quarterly Report, and subsequent to the filing of the Original Form 12b-25, the Company determined a material weakness exists in its internal control over financial reporting as a result of individual control deficiencies related to existing controls failing to operate effectively. The Company will report such material weakness in the Company’s internal control over financial reporting in the Quarterly Report, and will therefore conclude that the Company did not maintain effective internal control over financial reporting and disclosure controls and procedures as of October 1, 2022.

 

Specifically, the Company has concluded that it did not maintain a sufficient complement of personnel with appropriate accounting knowledge, experience and training to oversee the application of certain manual process controls or to maintain adequate segregation of duties. The Company recently completed a financing transaction that resulted in a change of control and the Company has experienced significant turnover in its accounting and finance functions in recent months. Management is in the process of designing and implementing remediation efforts intended to address the material weakness. The remediation efforts will be focused on immediate hiring and training of qualified resources. Management will develop a comprehensive remediation plan, including a detailed plan and timetable for implementation.

 

There were no restatements of prior period financial statements and no changes in previously released financial results are required as a result of the control deficiency.

 

The Company intends to file the Quarterly Report as soon as reasonably practicable.

 

PART IV — OTHER INFORMATION
(1)	Name and telephone number of person to contact in regard to this notification:
	Odette Benico		972		387-3562
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s). Yes x No ¨
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?   Yes x No ¨

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of results cannot be made.

 

The Company’s results for the fiscal quarter ended October 1, 2022 will reflect significant changes from the prior year fiscal quarter ended September 30, 2021. In the fiscal quarter ended September 30, 2021, the Company reported a net loss of $14.6 million. The Company currently expects to report a net loss of approximately $17.8 million for the fiscal quarter ended October 1, 2022. The projected increase in the net loss is primarily driven by an anticipated reduction in sales of approximately $19.8 and a reduction in gross margin of approximately $16.4 million. The reduced sales are primary the result of a reduction in transactions, partially offset by an increase in average ticket due to incremental inflationary pressures. The anticipated reduction in gross margin as a percentage of sales is primarily the result of higher supply chain and transportation costs recognized in the quarter ended October 1, 2022. The Company expects these factors will be partially offset by an anticipated gain on derivatives of $12.5 million relating to the convertible notes. These anticipated results are based on management’s current estimates and are still under review and subject to change.

  

 

Cautionary Notice Regarding Forward-Looking Statements

 

This Form 12b-25 contains forward-looking statements, which are based on management’s current expectations, estimates and projections. Forward-looking statements include statements regarding the anticipated timing of announcement of the Company’s financial results for fiscal quarter ended October 1, 2022 and the Company’s expectations with respect to its results of operations for the fiscal quarter ended October 1, 2022. The forward-looking statements in this Form 12b-25 are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. 

  

These risks and uncertainties include, but are not limited to, the following: any further adjustments to the Company’s financial statements as such financial statements are finalized; and the other risks and uncertainties more fully described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2022. Except as may be required by law, the Company disclaims obligations to update any forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.

 

	Tuesday Morning Corporation
	(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date	November 17, 2022		By:	/s/ Odette Benico
				Odette Benico
				Vice President and Principal Accounting Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.  

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).