Amended Notification That Quarterly Report Will Be Submitted Late (nt 10-q/a)
November 17 2022 - 6:31AM
Edgar (US Regulatory)
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APPROVAL |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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OMB
Number: 3235-0058
Expires: April 30, 20225
Estimated average burden hours per response. . . . . . .2.50 |
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FORM 12b-25/A |
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SEC
FILE NUMBER
001-40432 |
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NOTIFICATION OF LATE FILING |
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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 |
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¨ Form N-CSR |
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For Period Ended: October 1, 2022 |
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¨ Transition Report on Form 10-K |
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¨ Transition Report on Form 20-F |
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¨ Transition Report on Form 11-K |
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¨ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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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: |
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PART I — REGISTRANT INFORMATION |
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Tuesday Morning Corporation |
Full Name of Registrant |
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Former Name if Applicable |
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6250 LBJ Freeway |
Address of Principal Executive Office (Street and Number) |
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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)
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(a) |
The reasons described in reasonable detail
in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(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 |
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(1) |
Name and
telephone number of person to contact in regard to this notification: |
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Odette
Benico |
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972 |
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387-3562 |
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(Name) |
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(Area Code) |
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(Telephone
Number) |
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(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 ¨ |
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(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
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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.
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Tuesday
Morning Corporation |
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(Name of Registrant as Specified
in Charter) |
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has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
November
17, 2022 |
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By: |
/s/
Odette Benico |
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Odette Benico |
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Vice President and Principal Accounting Officer |
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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.
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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