8-K: Tupperware Brands Receives NYSE Notice for Late 2023 10-K Filing, Faces Potential Delisting

Tupperware Brands Corporation received a notice from the New York Stock Exchange for failing to file its 2023 annual report on time, putting the company at risk of delisting.

Summary

• Tupperware Brands Corporation received a notice from the New York Stock Exchange (NYSE) on April 16, 2024, for not filing its 2023 Form 10-K on time.
• The company has six months from March 29, 2024, to file the report and regain compliance with NYSE listing standards.
• The NYSE may grant an additional six-month extension at its discretion, but can also initiate delisting proceedings at any time.
• The delay is due to ongoing material weaknesses in internal control over financial reporting, significant additional procedures related to the 2023 Form 10-K, and attrition in the accounting department.
• Tupperware engaged KPMG as its new auditor in late January 2024 and became current on its quarterly filings for the first three quarters of 2023 on March 29, 2024.
• The company is working to complete the 2023 Form 10-K but cannot provide an expected filing date at this time.
• Tupperware is also working to regain compliance with NYSE standards related to holding an annual meeting.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's failure to meet filing deadlines, the risk of delisting, and ongoing internal control issues. While the company is working to resolve these issues, the current situation is concerning for investors.

Positives

• Tupperware became current on its quarterly filings for the first three quarters of 2023 on March 29, 2024.
• The company has engaged KPMG as its new auditor.
• Tupperware expects to file the 2023 Form 10-K within the six-month compliance period.

Negatives

• Tupperware received a notice from the NYSE for failing to file its 2023 Form 10-K on time.
• The company is not in compliance with Section 802.01E of the NYSE Listed Company Manual.
• There are ongoing material weaknesses in internal control over financial reporting.
• The accounting department has experienced significant attrition, leading to resource and skill set gaps.
• The company is also not in compliance with Section 302 of the NYSE Listed Company Manual due to the failure to hold an annual meeting for the fiscal year ended December 31, 2022 by December 31, 2023.

Risks

• Tupperware faces the risk of delisting from the NYSE if it does not file its 2023 Form 10-K within the six-month compliance period.
• The NYSE may commence delisting proceedings at any time if it deems the circumstances warrant.
• The company's ongoing material weaknesses in internal control over financial reporting pose a risk to the accuracy of its financial statements.
• The attrition in the accounting department could further delay the filing of the 2023 Form 10-K.
• The company is subject to a twelve month follow-up period to ensure continued compliance with the quantitative continued listing standards.

Future Outlook

Tupperware expects to file the 2023 Form 10-K within the six-month compliance period granted by the NYSE, but cannot provide a specific filing date at this time. The company is also working to regain compliance with NYSE standards related to holding an annual meeting.

Management Comments

• The Company is working diligently to complete the necessary work to file the Form 10-K as soon as practicable.
• The Company does not intend to update forward-looking information unless otherwise required by law.

Industry Context

The delay in filing the 2023 Form 10-K and the subsequent NYSE notice highlight the challenges Tupperware faces in its financial reporting and internal controls. This situation is not unique, as other companies have faced similar issues, but it underscores the importance of robust financial processes and timely reporting to maintain investor confidence and exchange listing status.

Comparison to Industry Standards

• Many companies in the consumer goods sector, such as Newell Brands and Helen of Troy, are expected to file their annual reports on time, making Tupperware's delay a significant deviation from industry norms.
• Companies like Stanley Black & Decker and Whirlpool, which also operate in the consumer durables space, typically maintain robust internal controls and meet SEC filing deadlines, highlighting Tupperware's current challenges.
• The delay in filing and the notice from the NYSE are not typical for established companies, and this situation is more common among companies facing financial difficulties or significant internal control issues.

Stakeholder Impact

• Shareholders face the risk of delisting and potential loss of investment value.
• Employees may experience uncertainty due to the company's financial challenges.
• Customers and suppliers may be concerned about the company's long-term viability.
• Creditors may be concerned about the company's ability to meet its financial obligations.

Next Steps

• Tupperware needs to complete the preparation and audit of its 2023 financial statements.
• The company must file its 2023 Form 10-K with the SEC within the six-month compliance period.
• Tupperware needs to regain compliance with NYSE standards related to holding an annual meeting.
• The company will continue to be included in the list of NYSE noncompliant issuers and the late filer status indicator will be disseminated with the company's ticker symbol(s).

Key Dates

Keywords

Tupperware, NYSE, delisting, Form 10-K, financial reporting, audit, compliance, KPMG, accounting, internal control