8-K

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): May 08, 2024

 

LL Flooring Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33767	27-1310817
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4901 Bakers Mill Lane
Richmond, Virginia		23230
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 804 463-2000

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2024, LL Flooring Holdings, Inc. issued a press release announcing certain financial and operating results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release dated May 8, 2024.
	104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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.

			LL FLOORING HOLDINGS, INC.
Date:	May 8, 2024	By:	/s/ Robert L. Madore
			Robert L. Madore, Chief Financial Officer

EX-99.1

Exhibit 99.1

 

For Immediate Release

LL FLOORING REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

RICHMOND, Va., May 8, 2024 – LL Flooring Holdings, Inc. ("LL Flooring" or "Company") (NYSE: LL), a leading specialty retailer of flooring in the U.S., today announced financial results for the quarter ended March 31, 2024.

"First quarter business conditions remain difficult as we continue to experience the impact of weaker home sales, elevated interest rates and inflation, which have led to softness in home improvement, remodel and big ticket discretionary spending. We reported comparable store sales down 21.5% as we saw continued declines in traffic and lower average project sizes from our consumer and Pro customers. Despite external headwinds, we are focused on our ability to deliver the high-touch service of an independent flooring retailer combined with the value, assortment, and convenience of a national brand," said President and Chief Executive Officer Charles Tyson.

Tyson continued "The challenging macroeconomic factors have pushed home improvement spend per housing unit below its 50-year average, impacting the remodel industry. The leading indicators continue to predict that spending on remodel activity will remain challenged through the full year. However, the long-term tailwinds regarding home improvement spending remain driven by aging housing stock, increased household formation and rising home values. To that end, we remain focused on executing on our strategic initiatives that we believe will have LL Flooring well positioned in the marketplace when the cycle for home improvement spending normalizes."

First Quarter Financial Highlights

•Net sales of $188.5 million decreased $52.2 million, or 21.7%, versus the first quarter of 2023, driven by lower transaction counts and average ticket size in both the Pro and Consumer channels as a result of continued headwinds from the difficult macroeconomic environment and ongoing brand awareness challenges.

•Total comparable store sales decreased 21.5% versus the same period last year.

•Gross margin increased 120 basis points to 37.8% and adjusted gross margin1 decreased 40 basis points to 37.1% compared to the first quarter of last year. The increase in gross margin was primarily driven by vinyl cost recoveries associated with Uyghur Forced Labor Prevention Act ("UFLPA"), lower transportation costs as inbound container costs have come down, partially offset by higher vinyl sourcing costs as we increased sourcing from domestic vendors and lower average selling price due to challenges with industry driven pricing pressure. The decrease in adjusted gross margin1 is primarily driven by lower average selling price due to challenges with industry driven pricing pressures.

•SG&A expense as a percentage of net sales was 52.3% and adjusted SG&A1 as a percentage of net sales was 52.3% compared to an SG&A, and adjusted SG&A1, as a percentage of net sales of 42.0% and 41.9%, respectively, in the first quarter of last year. The increases in both SG&A, and adjusted SG&A1, as a percentage of net sales were due primarily to expense deleverage from lower sales volumes.

•Operating margin loss was 14.5% compared to an operating margin loss of 5.5% in the first quarter of last year. Adjusted operating margin loss1 was 15.2% compared to an adjusted operating margin loss1 of 4.5% in the first quarter of last year.

•Loss per diluted share increased $0.63 to $1.00 and adjusted loss per diluted share1 increased $0.73 to $1.04 compared to the first quarter of last year.

•We've continued to evaluate our store portfolio, resulting in the closure of two stores during the first quarter, bringing our total store portfolio to 435 stores as of March 31, 2024.

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1Please refer to the "Non-GAAP and Other Information" section and the GAAP to non-GAAP reconciliation tables below for more information.

Cash Flow & Liquidity

As of March 31, 2024, the Company had liquidity of $63.3 million, consisting of excess availability under its Credit Agreement of $57.3 million, and cash and cash equivalents of $6.0 million.

During the first three months of 2024, the Company used $23.7 million in cash flows from operating activities primarily driven by our net losses in the quarter.

2024 Business Outlook

The Company continues to navigate uncertainty in the macroeconomic environment due to low consumer confidence, inflation, a volatile interest and mortgage rate environment and continued declines in existing home sales. As a result, the Company is not providing financial guidance at this time.

The Company is, however, providing the following commentary:

•In terms of our sales outlook for 2024, while we strongly believe that our strategic initiatives of our CRM and Pro initiatives will improve the customer experience and help drive traffic to stores, our visibility is limited as to when the macroeconomic environment will normalize.

•Adjusted gross margins1 are expected to maintain year-over-year, driven primarily by potential reductions in transportation costs, offset by higher vinyl sourcing costs as we increased sourcing from domestic vendors and lower average selling price due to industry pricing pressure as input costs have declined compared to last year. The Company will continue to monitor the competitive pricing environment to inform its pricing and promotion strategies.

•SG&A dollar spend is expected to decrease for the full year primarily due to management's strategic review of our cost structure.

•Capital expenditures of approximately $13 million in 2024, primarily related to our strategic initiatives such as the rollout of carpet, and maintenance capital investments.

•We are pursuing a potential sale leaseback of our approximately 1 million square foot Sandston, VA Distribution Center, which is in a highly desirable location. This action, along with our Dallas distribution center, positions us to execute on our long-term supply chain network strategy by optimizing our distribution footprint and will provide additional liquidity for the Company.

1 Please refer to the "Non-GAAP and Other Information" section and the GAAP to non-GAAP reconciliation tables below for more information.

Learn More about LL Flooring

•Our commitment to quality, compliance, the communities we serve and corporate giving: https://llflooring.com/corp/quality.html

•Follow us on social media:Facebook, InstagramandTwitter.

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Conference Call and Webcast Information

The Company plans to host a conference call and audio webcast on May 8, 2024, at 8:00 a.m. Eastern Time. The conference may be accessed by dialing (833) 470-1428 or (404) 975-4839 and entering pin number 387152. You may also use this website https://events.q4inc.com/attendee/546341559 in lieu of speaking to an operator. A replay will be available approximately two hours after the call ends through May 15, 2024 and may be accessed by dialing (929) 458-6194 and entering pin number 430159. The live conference call and replay can also be accessed via audio webcast at the Investor Relations section of the Company's website, www.LLFlooring.com.

About LL Flooring

LL Flooring is one of the country’s leading specialty retailers of hard-surface flooring with 435 stores nationwide. The Company seeks to offer the best customer experience online and in stores, with more than 500 varieties of hard and soft surface floors featuring a range of quality styles and on-trend designs. LL Flooring's online tools also help empower customers to find the right solution for the space they've envisioned. LL Flooring's extensive selection includes waterproof hybrid resilient, waterproof vinyl plank, solid and engineered hardwood, laminate, bamboo, porcelain tile, and cork, with a wide range of flooring enhancements and accessories to complement. LL Flooring stores are staffed with flooring experts who provide advice, Pro partnership services and installation options for all of LL Flooring's products, the majority of which is in stock and ready for delivery.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release includes statements of the Company’s expectations, intentions, plans and beliefs that constitute "forward-looking statements" within the meanings of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "assumes," "believes," "thinks," "estimates," "seeks," "predicts," "could," "projects," "targets," "potential," "will likely result," and other similar terms and phrases, are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management as of the date of such statements. These statements are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control.

The Company specifically disclaims any obligation to update these statements, which speak only as of the dates on which such statements are made, except as may be required under the federal securities laws. For a discussion of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see the "Risk Factors" section of the Company’s annual report on Form 10-K for the year ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission ("SEC"). Such filings are available on the SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.llflooring.com.

Non-GAAP and Other Information

To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses the following non-GAAP financial measures in the body of this press release and in the supplemental tables at the end of the release: (i) Adjusted Gross Profit; (ii) Adjusted Gross Margin; (iii) Adjusted SG&A; (iv) Adjusted SG&A as a Percentage of Net Sales; (v) Adjusted Operating Loss; (vi) Adjusted Operating Loss; (vii) Adjusted Other Expense; (viii) Adjusted Other Expense as a Percentage of Net Sales; (ix) Adjusted Loss; and (x) Adjusted Loss per Diluted Share. These non-GAAP financial measures should be viewed in addition to, and not in lieu of, financial measures calculated in accordance with GAAP. These supplemental measures may vary from, and may not be comparable to, similarly titled measures by other companies.

The non-GAAP financial measures are presented because we believe the non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, These measures provide an additional tool for investors to use in evaluating our ongoing operating performance, and management, in certain cases, uses them to determine incentive compensation. The presented non-GAAP financial measures exclude items that management does not believe reflect our core operating performance,

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which include incremental costs of sales and associated legal costs related to disruptions to supply chain and other trade regulations and changes in antidumping and countervailing duties, as such items are outside of our control or due to their inherent unusual, non-operating, unpredictable, non-routine, or non-cash nature. Reconciliations of these non-GAAP financial measures are provided on the pages that follow.

Reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures are not available due to the challenges and impracticability with estimating some of the items. The Company is not able to provide reconciliations of such forward-looking non-GAAP financial measures because certain items required for such reconciliations are outside of the Company's control and/or cannot be reasonably predicted. Because of those challenges, reconciliations of such forward-looking non-GAAP financial measures are not available without unreasonable effort.

For further information contact:

LL Flooring Investor Relations

ICR

Bruce Williams

ir@llflooring.com

Tel: 804-420-9801

(Tables Follow)

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LL Flooring Holdings, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

In Thousands

	March 31,			December 31,
	2024			2023
Assets
Current Assets:
Cash and Cash Equivalents	$	5,968		$	8,772
Merchandise Inventories, Net		248,271			265,290
Prepaid Expenses		7,889			5,658
Other Current Assets		9,167			8,473
Total Current Assets		271,295			288,193
Property and Equipment, Net		99,518			100,490
Operating Lease Right-of-Use Assets		146,713			141,210
Other Assets		5,568			5,681
Total Assets	$	523,094		$	535,574
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts Payable	$	50,686		$	67,195
Customer Deposits and Store Credits		41,926			39,468
Accrued Compensation		6,043			6,915
Sales and Income Tax Liabilities		2,273			2,103
Accrual for Legal Matters and Settlements		14,321			15,344
Operating Lease Liabilities - Current		32,083			31,815
Other Current Liabilities		27,279			24,382
Total Current Liabilities		174,611			187,222
Other Long-Term Liabilities		8,332			8,391
Operating Lease Liabilities - Long-Term		121,668			116,651
Credit Agreement		89,000			66,000
Total Liabilities		393,611			378,264
Commitments and Contingencies
Stockholders’ Equity:
Common Stock ($0.001 par value; 35,000 shares authorized; 31,389 and 30,983 shares issued and 29,118 and 28,849 shares outstanding at March 31, 2024 and December 31, 2023, respectively)		31			31
Treasury Stock, at cost (2,271 and 2,134 shares, respectively)		(153,877	)		(153,617	)
Additional Capital		238,251			236,848
Retained Earnings		45,078			74,048
Total Stockholders’ Equity		129,483			157,310
Total Liabilities and Stockholders’ Equity	$	523,094		$	535,574

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LL Flooring Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

In Thousands, Except Per Share Data

	Three Months Ended March 31,
	2024			2023
Net Sales
Net Merchandise Sales	$	164,715		$	210,497
Net Services Sales		23,775			30,201
Total Net Sales		188,490			240,698
Cost of Sales
Cost of Merchandise Sold		96,711			128,397
Cost of Services Sold		20,606			24,301
Total Cost of Sales		117,317			152,698
Gross Profit		71,173			88,000
Selling, General and Administrative Expenses		98,565			101,185
Operating Loss		(27,392	)		(13,185	)
Other Expense		1,526			1,159
Loss Before Income Taxes		(28,918	)		(14,344	)
Income Tax Expense (Benefit)		52			(3,759	)
Net Loss and Comprehensive Loss	$	(28,970	)	$	(10,585	)
Net Loss per Common Share—Basic	$	(1.00	)	$	(0.37	)
Net Loss per Common Share—Diluted	$	(1.00	)	$	(0.37	)
Weighted Average Common Shares Outstanding:
Basic		28,896			28,717
Diluted		28,896			28,717

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LL Flooring Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

In Thousands

	Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net Loss	$	(28,970	)	$	(10,585	)
Adjustments to Reconcile Net Loss:
Depreciation and Amortization		4,761			4,669
Deferred Income Taxes (Benefit) Provision		—			(3,836	)
Income on Redeemed Vouchers for Legal Settlements		(377	)		(253	)
Stock-Based Compensation Expense		1,404			1,051
Provision for Inventory Obsolescence Reserves		746			572
(Gain) Loss on Disposal of Fixed Assets		(6	)		—
Changes in Operating Assets and Liabilities:
Merchandise Inventories		15,647			23,574
Accounts Payable		(18,438	)		8,045
Customer Deposits and Store Credits		2,458			2,793
Prepaid Expenses and Other Current Assets		(2,925	)		1,826
Accrued Compensation		(872	)		(2,641	)
Accrual (Payment) for Legal Matters and Settlements		(20	)		—
Other Assets and Liabilities		2,903			934
Net Cash (Used in) Provided by Operating Activities		(23,689	)		26,149
Cash Flows from Investing Activities:
Purchases of Property and Equipment		(1,861	)		(4,741	)
Other Investing Activities		6			—
Net Cash Used in Investing Activities		(1,855	)		(4,741	)
Cash Flows from Financing Activities:
Borrowings on Credit Agreement		93,000			66,000
Payments on Credit Agreement		(70,000	)		(91,000	)
Common Stock Repurchased		(260	)		(231	)
Net Cash Provided by (Used in) Financing Activities		22,740			(25,231	)
Net Decrease in Cash and Cash Equivalents		(2,804	)		(3,823	)
Cash and Cash Equivalents, Beginning of Period		8,772			10,800
Cash and Cash Equivalents, End of Period	$	5,968		$	6,977
Supplemental Disclosure of Non-Cash Operating and Financing Activities:
Cash paid for interest	$	1,823		$	1,163
Relief of Inventory for Vouchers Redeemed for Legal Settlements	$	626		$	412
Tenant Improvement Allowance for Leases		—			(66	)

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LL Flooring Holdings, Inc.

GAAP to Non-GAAP Reconciliation

Items impacting gross margin with comparisons to the prior-year periods include:

		Three Months Ended March 31,
		2024						2023
		$			% of Sales			$		% of Sales
	(in thousands, except percentage data)
Gross Profit/Margin, as reported (GAAP)		$	71,173			37.8	%	$	88,000		36.6	%
Vinyl Charges1			(1,304	)		(0.7	)%		2,138		0.9	%
Adjustment Items Subtotal			(1,304	)		(0.7	)%		2,138		0.9	%
Adjusted Gross Profit/Margin (non-GAAP measures)		$	69,869			37.1	%	$	90,138		37.5	%

1 This amount represents costs (recoveries) related to CBP detentions on flooring products that contain PVC as a consequence of the UFLPA. In the first quarter of 2024, we recovered charges previously incurred from vendors for vinyl flooring products affected under the UFLPA.

Items impacting SG&A with comparisons to the prior-year periods include:

		Three Months Ended March 31,
		2024					2023
		$		% of Sales			$		% of Sales
	(in thousands, except percentage data)
SG&A, as reported (GAAP)		$	98,565		52.3	%	$	101,184		42.0	%
Legal and Professional Fees1			—		0.0	%		280		0.1	%
Adjusted SG&A (a non-GAAP measure)		$	98,565		52.3	%	$	100,904		41.9	%

1 This amount represents incremental legal and professional fees charged to earnings related to the vinyl CBP detentions. This does not include all legal costs incurred by the Company.

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LL Flooring Holdings, Inc.

GAAP to Non-GAAP Reconciliation

Items impacting operating (loss) income and operating margin with comparisons to the prior-year periods include:

		Three Months Ended March 31,
		2024						2023
		$			% of Sales			$			% of Sales
	(in thousands, except percentage data)
Operating Loss, as reported (GAAP)		$	(27,392	)		(14.5	)%	$	(13,185	)		(5.5	)%
Gross Profit/Margin Adjustment Items:
Vinyl Charges1			(1,304	)		(0.7	)%		2,138			0.9	%
Gross Profit/Margin Adjustment Items Subtotal			(1,304	)		(0.7	)%		2,138			0.9	%
SG&A Adjustment Items:
Legal and Professional Fees2			—			0.0	%		280			0.1	%
Adjusted Operating Loss / Margin (a non-GAAP measure)		$	(28,696	)		(15.2	)%	$	(10,767	)		(4.5	)%

1,2 See the Gross Profit/Margin and SG&A sections above for more detailed explanations of these individual items.

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LL Flooring Holdings, Inc.

GAAP to Non-GAAP Reconciliation

Items impacting loss per diluted share with comparisons to the prior-year periods include:

		Three Months Ended March 31,
		2024			2023
	(in thousands, except per share data)
Net Loss, as reported (GAAP)		$	(28,970	)	$	(10,585	)
Net Loss per Diluted Share (GAAP)		$	(1.00	)	$	(0.37	)
Gross Profit/Margin Adjustment Items:
Vinyl Charges1			(1,304	)		2,138
Gross Profit/Margin Adjustment Items Subtotal			(1,304	)		2,138
SG&A Adjustment Items:
Legal and Professional Fees2			—			280
SG&A Adjustment Items Subtotal			—			280
Income Tax Adjustment3			333			(636	)
Adjusted Loss		$	(29,941	)	$	(8,803	)
Adjusted Loss per Diluted Share (a non-GAAP measure)		$	(1.04	)	$	(0.31	)

1,2 See the Gross Profit/Margin, SG&A and Other Expense sections above for more detailed explanations of these individual items.

3 Income tax adjustment is defined as the sum of Gross Profit/Margin, SG&A, and Other Expense adjustment items multiplied by the Company’s federal incremental rate, which was 25.6% and 26.3% for the three month period ended March 31, 2024 and 2023, respectively.

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Document And Entity Information	May 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 08, 2024
Entity Registrant Name	LL Flooring Holdings, Inc.
Entity Central Index Key	0001396033
Entity Emerging Growth Company	false
Entity File Number	001-33767
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1310817
Entity Address, Address Line One	4901 Bakers Mill Lane
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	463-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LL
Security Exchange Name	NYSE