Notification That Annual Report Will Be Submitted Late (nt 10-k)
September 16 2022 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM 12b-25 |
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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): |
x Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
¨ Form 10-Q
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¨ Form 10-D |
¨ Form N-CEN |
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¨ Form N-CSR |
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For Period Ended: July 2, 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
| 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:
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PART I — REGISTRANT INFORMATION
Tuesday
Morning Corporation |
Full Name of Registrant
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Former Name if Applicable
6250 LBJ Freeway
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Address of Principal Executive Office (Street and Number)
Dallas, Texas 75240
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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.
Tuesday Morning Corporation (the “Company”)
was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended July 2, 2022 (the
“Annual Report”) by the September 15, 2022 filing date. Since May 2022, the Company has experienced a rapid deterioration
in its financial condition. As previously disclosed, in July 2022, the Company entered into an amendment to accelerate the borrowing of
an additional $5 million under its term loan facilities. The Company also has engaged in an extensive process over the last three months
to obtain additional financing to support the Company’s capital needs.
As described in the Company’s Current Report
on Form 8-K filed on September 9, 2022 (the “Form 8-K”), the Company entered into an agreement on September 9, 2022 for a
financing transaction that would raise $35 million through an issuance of convertible debt securities. The financing transaction, if completed,
will result in a change of control of the Company. The Nasdaq Stock Market rules would normally require stockholder approval prior to
closing the transaction; however, the Company requested and has received a financial viability exception to the stockholder approval requirement
pursuant to Nasdaq Stock Market Rule 5635(f). The financial viability exception allows an issuer to issue securities upon prior written
application to Nasdaq when the delay in securing stockholder approval of such issuance would seriously jeopardize the financial viability
of the company.
As a result of the Company’s efforts towards
reaching an agreement and closing on a financing transaction to address the Company’s liquidity needs, the Company requires additional
time to finalize the financial statements and related information included in the Annual Report. Further, management cannot complete its
assessment of the Company’s ability to continue as a going concern until the financing transaction has been completed.
The Company intends to file the Annual Report as
soon as practicable within the extension period of 15 calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended.
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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Marc D. Katz |
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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. |
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The Company’s results for the fiscal year ended July 2, 2022 (“fiscal 2022”) will reflect significant changes from the prior fiscal year (“fiscal 2021”). In fiscal 2021, the Company reported net income of $2.9 million, which was primarily driven by a gain of $60.0 million on reorganization items in connection with the Company’s emergence from Chapter 11 bankruptcy proceedings in fiscal 2021. No similar gains will be reflected in the fiscal 2022 financial statements. While the Company expects to report an increase of approximately $59.0 million in sales and a reduction of approximately $3.3 million in selling, general administrative expenses in fiscal 2022, those items will be more than offset by an expected increase of approximately $73.2 million in cost of sales which was negatively impacted by higher supply chain and transportation costs. As described in the Company’s press release dated July 29, 2022, the Company’s comparable store sales performance weakened in the fourth quarter of fiscal 2022. These anticipated results are based on management’s current estimates and are still under review and subject to change. Following completion of the financing transaction described above, the Company currently expects to finalize and announce operating results for fiscal 2022 on or about September 23, 2022.
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 closing of the financing transaction, the anticipated timing of announcement of the Company’s
financial results for fiscal 2022 and the Company’s expectations with respect to its results of operations for fiscal 2022. The
forward-looking statements in this press release 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 inability to satisfy the conditions to closing of the financing transactions described in this Form 12b-25
or any failure by the purchasers to purchase the securities; 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 June 30, 2021 and Quarterly Report on Form 10-Q
for the quarter ended April 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 | |
| (Name of Registrant as Specified in Charter) | |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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Date | September 16, 2022 |
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By: | /s/ Marc D. Katz |
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| Marc D. Katz |
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| Executive Vice President, Principal
and Chief Operating Officer and Interim Chief Financial 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.
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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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