Current Report Filing (8-k)
09 January 2021 - 12:00AM
Edgar (US Regulatory)
0000878726
false
TUESDAY MORNING CORP/DE
0000878726
2021-01-05
2021-01-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 5, 2021
TUESDAY MORNING CORPORATION
(Exact name of registrant as specified
in charter)
Delaware
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0-19658
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75-2398532
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6250 LBJ Freeway
Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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(972) 387-3562
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: None
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 2.02
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Results of Operations and Financial Condition.
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Tuesday Morning Corporation announced preliminary results for its fiscal second quarter ended December 31, 2020.
Comparable store sales for the second quarter ended December
31, 2020, decreased approximately 20%. Sales were impacted by lower store inventory levels, which averaged approximately
48% below last year over the quarter and decreased store traffic resulting from the continuing negative impact of COVID-19.
As of December 31, 2020, store inventory levels on a comparable store basis, were approximately 37% below last year. The
Company experienced elevated supply chain costs during the quarter, primarily driven by higher freight costs and other industry
conditions. The Company expects inventory levels to increase throughout the Spring and expects supply chain costs to remain
elevated due to higher freight costs and other supply chain conditions.
The Company expects to file its second quarter fiscal 2021 Form
10-Q with the SEC on February 5, 2021.
In the near term, the Company will not be providing any forecasts
or guidance, and any prior forecasts or guidance should not be relied upon.
As a result of our emergence from bankruptcy, the Company's
“old” common shares no longer are trading in the over-the-counter market. The last reported trade as of January
4, 2021 was $1.91 per share. At least one market maker has filed a Form 211 with FINRA, which Form must be approved in order
for trading to commence in the Company’s “new” common shares. We cannot predict when this approval will
be issued, but once the Form 211 has been approved, we expect trading to commence promptly.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 5, 2021, Kelly
Munsch, the Company’s Chief Accounting Officer, resigned, effective January 15, 2021. Stacie Shirley, the Company’s
Executive Vice President and Chief Financial Officer, will act as interim Chief Accounting Officer as the Company conducts a search
for a permanent replacement.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws that are based on management’s current expectations, estimates
and projections. These forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual
results to differ materially from the expectations expressed in the Company’s forward-looking statements. These risks,
uncertainties and events also include, but are not limited to, the following: the challenges that we might face as a result of
our emergence from bankruptcy; the Company’s ability to complete its proposed rights offering; the effects and length of
the novel coronavirus pandemic; changes in economic and political conditions which may adversely affect consumer spending; our
ability to identify and respond to changes in consumer trends and preferences; our ability to mitigate reductions of customer traffic
in shopping centers where our stores are located; our ability to continuously attract buying opportunities for off-price merchandise
and anticipate consumer demand; our ability to obtain merchandise on varying payment terms; our ability to successfully manage
our inventory balances profitably; our ability to effectively manage our supply chain operations; loss of, disruption in operations
of, or increased costs in the operation of our distribution center facility; unplanned loss or departure of one or more members
of our senior management or other key management; increased or new competition; our ability to maintain and protect our information
technology systems and technologies and related improvements to support our growth; increases in fuel prices and changes in transportation
industry regulations or conditions; increases in the cost or a disruption in the flow of our imported products; changes in federal
tax policy including tariffs; the success of our marketing, advertising and promotional efforts; our ability to attract, train
and retain quality employees in appropriate numbers, including key employees and management; increased variability due to seasonal
and quarterly fluctuations; our ability to protect the security of information about our business and our customers, suppliers,
business partners and employees; our ability to comply with existing, changing and new government regulations; our ability to manage
risk to our corporate reputation from our customers, employees and other third parties; our ability to manage litigation risks
from our customers, employees and other third parties; our ability to manage the risk associated with product liability claims
and product recalls; the impact of adverse local conditions, natural disasters or other events; our ability to manage the negative
effects of inventory shrinkage; our ability to manage unexpected costs related to our insurance programs; increased costs or exposure
to fraud or theft resulting from payment card industry related risks and regulations; our ability to maintain an effective system
of internal controls over financial reporting; impacts from the delisting of our common stock from the Nasdaq Stock Market; and
the other factors listed in the Company’s filings with the Securities and Exchange Commission.
Except as may be required by law, the Company disclaims any
obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements were
made or to reflect the occurrence of unanticipated events. Investors are cautioned not to place undue reliance on any forward-looking
statements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TUESDAY MORNING CORPORATION
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Date: January 8, 2021
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By:
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/s/ Bridgett C. Zeterberg
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Bridgett C. Zeterberg
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Executive Vice President Human Resources,
General Counsel and Corporate Secretary
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