Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2020, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33767

Graphic

Lumber Liquidators

img215780203_0.jpg 

LL Flooring Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

27-131081727‑1310817

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4901 Bakers Mill Lane,Richmond, Virginia

23230

(Address of principal executive offices)

(Zip Code)

(804) 463-2000463‑2000

(Registrant’s telephone number, including area code)

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

Trading Symbol: LL

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

`AcceleratedAccelerated filer

 Non-accelerated filer

  Non-accelerated filer

 Smaller reporting company

 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-12b‑2 of the Act). Yes No

As of June 30, 2020,2023, the last business day of the registrant’s most recent second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $392.4$108.5 million based on the closing sale price as reported on the New York Stock Exchange.

Indicate the numberAs of February 28, 2024, 30,839,051shares outstanding of each of the registrant’s classes ofregistrant's common stock, as of February 23, 2021:

Title of Class

Number of Shares

Common Stock, $0.001 par value

28,910,579

$0.001 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s proxy statement for the 20212024 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2020.2023.


LL FLOORING HOLDINGS, INC.

Table of Contents

LUMBER LIQUIDATORS HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K10‑K

TABLE OF CONTENTS

Page

Page

Cautionary note regarding forward-looking statementsNote Regarding Forward-Looking Statements

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PART I

4

Item 1.

Business

4

Item 1A.

Risk Factors

119

Item 1B.

Unresolved Staff Comments

2019

Item 1C.

Cybersecurity

19

Item 2.

Properties

2021

Item 3.

Legal Proceedings

2021

Item 4.

Mine Safety Disclosures

21

21

PART II

21

PART II

21

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

21

Item 6.

[Reserved]

23

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

3533

Item 8.

Consolidated Financial Statements and Supplementary Data

3634

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

7359

Item 9A.

Controls and Procedures

7359

Item 9B.

Other Information

7460

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

60

PART III

74

PART III

60

Item 10.

Directors, Executive Officers and Corporate Governance

7460

Item 11.

Executive Compensation

7461

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

7461

Item 13.

Certain Relationships and Related Transactions, and Director Independence

7461

Item 14.

Principal Accountant Fees and Services

75

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PART IV

75

PART IV

61

Item 15.

Exhibits, Financial Statement Schedules

7561

Item 16.

Form 10-K10‑K Summary

7564

Signatures

8065

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT

This report 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,” “potential”"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. These risks include, without limitation, the impact of any of the following:

an overall decline in the health of the economy, the hard-surface flooring industry, the housing market and overall consumer spending, including the effects of the COVID-19 pandemic;
expectations related to the closure of Canadian and certain US stores;
impact on sales, ability to obtain and distribute products, and employee safety and retention, including the effects of the COVID-19 pandemic and roll-out of vaccine;
having sufficient inventory for consumer demand;
the outcomes of legal proceedings, and the related impact on liquidity;
reputational harm;
obtaining products from abroad, including the effects of the COVID-19 pandemic and tariffs, as well as the effects of antidumping and countervailing duties;
obligations under various settlement agreements and other compliance matters;
disruptions due to cybersecurity threats, including any impacts from a network security incident;
inability to open new stores, find suitable locations for our new store concept, and fund other capital expenditures;
inability to execute on our key initiatives or such key initiatives do not yield desired results;
managing growth;
transportation availability and costs;
damage to our assets;
disruption in our ability to distribute our products, including due to disruptions from the impacts of severe weather;
operating an office in China;
managing third-party installers and product delivery companies;
renewing store, warehouse, or other corporate leases;
having sufficient suppliers;
our, and our suppliers’, compliance with complex and evolving rules, regulations, and laws at the federal, state, and local level;
product liability claims, marketing substantiation claims, wage and hour claims, and other labor and employment claims;
availability of suitable hardwood, including due to disruptions from the impacts of severe weather;
sufficient insurance coverage, including cybersecurity insurance;
access to and costs of capital;
the handling of confidential customer information, including the impacts from the California Consumer Privacy Act and other applicable data privacy laws and regulations;
management information systems disruptions;
alternative e-commerce offerings;
our advertising and overall marketing strategy, including anticipating consumer trends;
competition;
impact of changes in accounting guidance, including implementation guidelines and interpretations;
internal controls;
stock price volatility; and
anti-takeover provisions.
reduced consumer spending due to slower growth, economic recession, inflation, higher interest rates, and consumer sentiment;
our advertising and overall marketing strategy, including anticipating consumer trends and increasing brand awareness;
a sustained period of inflation impacting consumer spending;
our inability to execute on our key initiatives or if such key initiatives do not yield desired results;
stock price volatility;
competition, including alternative e-commerce offerings;
liquidity and/or capital resources changes and the impact of any changes or limitations, including, without limitation, ability to borrow funds and/or renew or roll over existing indebtedness;
transportation availability and costs, including the impact of the war in Ukraine and the conflict in the Gaza Strip on the Company's European and Asian suppliers;
potential disruptions to supply chain and product availability related to forced labor and other trade regulations; including with respect to the Uyghur Forced Labor Prevention Act ("UFLPA");
inability to hire and/or retain employees;
inability to staff stores due to overall pressures in the labor market;
the outcomes of legal proceedings, and the related impact on liquidity;
reputational harm;
inability to open new stores with acceptable financial returns, find suitable locations for our new stores, and fund other capital expenditures;
managing growth;
disruption in our ability to distribute our products, including due to severe weather;
operating an office in China;
managing third-party installers and product delivery companies;
renewing store, warehouse, or other corporate leases;
maintaining optimal inventory for consumer demand;
our and our suppliers’ compliance with complex and evolving rules, regulations, and laws at the federal, state, and local level;
having an overreliance on limited or sole-source suppliers;
damage to our assets;
availability of suitable hardwood, carpet and other products, including disruptions from the impacts of severe weather and supply chain constraints;
product liability claims, marketing substantiation claims, wage and hour claims, and other labor and employment claims;
sufficient insurance coverage, including cybersecurity insurance;

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disruptions due to cybersecurity threats, including any impacts from a network security incident;
the handling of confidential customer information, including the impacts from the California Consumer Privacy Act, California Privacy Right Act and other applicable data privacy laws and regulations;
management information systems and customer relationship management system disruptions;
obtaining products domestically and from abroad, including tariffs, the effects of antidumping and countervailing duties, and delays in shipping and transportation whether due to international events, such as the Red Sea shipping crisis, or scenarios outside of the Company's control;
impact of changes in accounting guidance, including implementation guidelines and interpretations related to Environmental, Social, and Governance (“ESG”) matters;
deficiencies or weaknesses in internal controls; and
anti-takeover provisions.

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. These risks and other factors include those listed in this Item 1A. “Risk Factors” and elsewhere in this report.

References to “we,” “our,” “us,”“we”, “our”, “us”, “the Company”, “Lumber Liquidators”, and “LL Flooring” generally refers to Lumber LiquidatorsLL Flooring Holdings, Inc. and its consolidated subsidiaries collectively and, where applicable, individually.

PART I

Item 1. Business.

Overview

Lumber LiquidatorsLL Flooring Holdings, Inc. (“LL Flooring” or “Company”) is one of North America’s leading specialty retailers of hard-surface flooring, with 410437 stores as of December 31, 2020. We seek2023. Our Company seeks to offer the best customer experience online via LLFlooring.comand in stores, with more than 400500 varieties of hard-surface floors featuring a range of quality styles and on-trend designs. Our online tools such as our Picture It! Floor Visualizer also help empower customers to find the right solution for the space they’ve envisioned. Our extensive selection includes water-resistantwaterproof 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. In addition, the Company also began offering carpet during 2023. The Company also provides in-home delivery and installation services to its customers. The Company primarily sells to consumers or to flooring focused pros such as flooring installers, remodelers, and small to medium home builders ("Pros") on behalf of consumers through a network of store locations in metropolitan areas. Our stores are staffed with flooring experts who provide advice, proPro partnership services and installation options for all of LL Flooring’sour products, the majority of which is in stock and ready for delivery. We offer delivery and in-home installation services through third-party independent contractors for customers who purchase our floors. We sell primarily to homeowners or to contractors on behalf of homeowners, as well as to commercial (“Pro”) customers through a network of store locations and online including a new digital platform that has enhanced our customers’ ability to interact with us and our flooring options. We operate as a single business segment, with our customer relationship center, digital platform and customer service network supporting our retail store and online operations.

Our vision is to be the customer’s first choice in hard-surfacehard and soft surface flooring by providing the best experience, from startinspiration to finish.installation. We offer a wide selection of high-quality, stocked products and the accessible flooring expertise and high-touch service of a local store, combined with the scale, omni-channelvalue, omnichannel convenience and valueproduct availability of a national chain. We plan to leverage this advantage to differentiate ourselves in the highly fragmented flooring market.We launched our new digital platform, LLFlooring.com, in December 2020. This mobile-friendly site features inspirational content, highlights our digital tools like Picture It!, and Floor Finder and promotes our services such as installation, free flooring samples and delivery.

We have been revitalizing our brand from Lumber Liquidators to LL Flooring. Customers increasingly begin their flooring journey online. During 2020, we used the LL Flooring brand in conjunction with the Lumber Liquidators brand on our digital platform and on to build awareness. Additionally, we piloted the brand LL Flooring in 20 plus stores during 2020. Based on early feedback, customers who experienced the LL Flooring brand viewed it as more approachable, relevant and of higher quality. We plan to expand the rebranding of our stores in 2021 as part of our long-term brand evolution.

In the second quarter of 2020, we experienced, as did many retailers, a significant disruption to our business due to COVID-19. We demonstrated resilience navigating this disruption to grow sales in the second half of 2020 through progress on our transformation plan that positioned us to capitalize on a robust home improvement spending environment. Trend changes related to COVID-19 are expected to affect 2021 as well and could be impacted by the pace of the roll-out and efficacy of vaccines.

Lumber Liquidators is a Delaware corporation with its headquarters in Richmond, Virginia. We were founded in 1994 and our initial public offering was in November 2007. Our common stock trades on the New York Stock Exchange under the symbol “LL.” Effective January 1, 2022 we completed our corporate entity name change from Lumber Liquidators Holdings, Inc. to LL Flooring Holdings, Inc. We operate in a holding company structure with Lumber LiquidatorsLL Flooring Holdings, Inc. serving as our parent company and certain direct and indirect subsidiaries, including Lumber Liquidators,LL Flooring, Inc., Lumber and LL Flooring Services, conducting our operations.

Our Business

Market

We operate in a large, highly fragmented hard and soft surface flooring market in the U.S. Based on internal estimates as well as external reports such as the December 2023 Issue of Floor Covering Quarterly and Catalina Research, Inc.’s Report on Floor Coverings, Industry Trends 2022, we estimate total U.S. flooring retail sales (including soft and hard surface flooring and excluding installation labor and non-flooring accessory products) were $36 billion in 2022. Total hard surface flooring retail sales were approximately $23 billion in 2022, not including installation labor and non-flooring accessory products. Total soft surface flooring retail sales were approximately $13 billion in 2022.

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Liquidators Services, LLC, Lumber Liquidators Production, LLC, and Lumber Liquidators Canada, ULC, conducting our operations.

Our Business

Market

According to the July 2020 Issue of Floor Covering Weekly, United States installed floor covering product sales in 2019 were $43.3 billion, not including labor. Within this market, United States hardwood, laminate and vinyl flooring sales accounted for 42% of the total, which is an increase of 3.3% over the same metric for 2018. Flooring sales are driven by a number of factors including discretionary income and trends in the housing market. Including installation,Based on Company estimates and our review of external economic data including existing home sales, the overall flooring industry has grown at a compound annual growth rate of 4.1% from 2015 through 2019. OverNAHB remodeling index, new housing starts and the same period, hardwood, laminate and vinylU.S. Census, we expect flooring sales includingover the costlong term to continue to benefit from aging and insufficient housing availability, rising home values and new household formations, among other factors. From 2018 through 2021, we estimate installed sales of installationhard surface flooring grew at a compound annual growth rate (CAGR) of 7.8%. We believe improvements in the quality and construction of certain products, increasing resiliency and water-tolerance of products, ease of installation, availability in9.7% compared to a broad range of retail price points, and movement away from soft surfaces will drive continued hard-surface flooring share gain versus soft surface flooring in the future.0.6% CAGR for soft-surface flooring.

Competition

We compete for customers in a highly fragmented marketplace, where we believe no onesingle retailer has captured more than a 22%15% share of the consumer market for flooring (including carpet). Althoughcarpet and area rugs) based on internal estimates as well as Catalina Research, Inc.’s Report on Floor Coverings, Annual Market Report 2022 and Floor Coverings Industry Quarterly Update, December 2023.The largest segment of the market includes the national home improvement warehouse chains, nationalis represented by independent specialty retailers warehouse clubs and online retailers, we believe nearly half of the industry consistscomprised of local one-store flooring retailers, small chains of stores that may specialize in one or two flooring categories, and a limited number of regional chains. We also compete against national home improvement warehouse chains, national specialty retailers, warehouse clubs and online retailers. We believe we offer a compelling value proposition to customers as we provide a wide selection of high-quality, stocked products and the accessible flooring expertise and service of a local store, with the scale, omnichannel convenience and value of a national chain.

Customers

We target several distinct customer groups who each have varied needs with respect to their flooring purchases, including do-it-yourself (“DIY”) customers, do-it-for-me (“DIFM”) customers, and Pro customers.consumers or Pros on behalf of consumers. We believe that each of the customer groups we serve is passionate about their flooring purchase and values our wide assortment of flooring products, availability, and the quality of those products. While our offering to each of these groups begins with the same broad assortment and knowledgeable store associates, each of these customer groups requires unique service components based on the ability of our associates to share detailed product knowledge and preferred installation methods. We offer DIFM customers installation services while our DIY and Pro customers receive more personal attention when completing their purchase, includingalso provide dedicated call center resources.resources through our customer contact center for consumers and Pros. All customer groups are offered delivery services.

Products and Services

Product Selection

We offer an extensive assortment of hard-surfacehard surface flooring under multiple proprietary brand names, led by our flagships, Bellawood®, Coreluxe®, ReNature by Coreluxe® and Coreluxe®.Duravana® brands. Duravana® is hybrid resilient flooring, which combines the best characteristics of traditional flooring and the latest technology for waterproofing. Duravana® is also eco-friendly, 100% PVC free and the MDF core is manufactured from responsibly managed forests as certified by the Forest Stewardship Council. We have invested significant resources developing these national brand names. Our hard-surfacehard surface flooring products feature a range of quality styles and on-trend designs and are generally differentiated in terms of quality and price based on wood versus manufactured materials, the wood species, grade, and durability of finish. Prefinished floors are the dominant choice for residential customers over unfinished wood planks that have a finish applied after installation. We also offer an assortment of installation services and accessories, including moldings, underlayments,underlayment, adhesives and tools. In addition to our hard surface flooring product assortment, we recently expanded into soft surface flooring and began offering carpet products. We offer an extensive selection of carpet products with a variety of features, benefits, and technologies across a wide range of price points.

Direct Sourcing

We source our hard surface products directly from millsflooring and other vendors, which enables us to offer a broad assortment of high-quality proprietary products to our customers at a consistently competitive cost. We seek to establish strong, long-term relationships with our vendors around the world. In doing so, we look for vendors that have demonstrated an ability to meet our demanding specifications, our rigorous compliance standards and the capability to provide sustainable and

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growing supplies of high-quality, innovative, trend-right products. We source from both domestic and international vendors, and in 2020,2023, approximately 53%47% of our product was sourced in North America, 22% was sourced from Asia, 6%Asian countries other than China, 16% was sourced from Europe, 11% was sourced from China, and Australia, and 6%4% was sourced from South America. As alternatives have become viable,In order to reduce our costs, we have been actively moving our products subject to Section 301 tariffs from China into other mostly Asian, countries.countries, including North America. Our soft surface flooring products are sourced directly from one of the largest manufacturers and distributors of carpet in the United States, which allows us to leverage their extensive supply chain network to deliver cut carpet directly to installers without the burden of having to maintain our own distribution network for carpet.

Supply Chain

Our supply chain is wholly focused on delivering a complete assortment of products to our customers in an efficient manner. We own a one million square foot distribution center on approximately 100 acres of land in Henrico County, Virginia, which serves the stores located in the easternmost two-thirds of theeastern United States. We operate a 500,000 square foot leased distribution center in Pomona, California as

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the primary distribution center for the stores located in the westernmost one-thirdwestern United States. In addition, in September 2023 the Company opened a distribution center in Dallas, Texas, with approximately 450,000 square feet of leased space. The Company is positioned to service many of its regional stores in the central United States and is expected to reduce transportation costs over time because of the United States.shorter distances to the stores. A number of our vendors maintain certain inventory levels for shipment directly to our stores or our customers. Our product is generally transported boxed and palletized, and the weight of our product is a key driver of our supply chain costs.

Compliance and Quality Control

Our compliance programs are designed to ensure the products we sell are safe and responsibly sourced, and meet all regulatory and statutory requirements, including, without limitation, requirements associated with the Lacey Act, United States Environment Protection Agency ("EPA") and the California Air Resources Board (“CARB”). LL Flooring and its parents, subsidiaries, affiliates and related parties are committed to conducting business in accordance with the highest ethical standards, in compliance with all applicable laws, and in a manner that helps ensure that the Company is environmentally and socially responsible. LL Flooring expects its vendor partners to adhere to the same high ethical standards and share the same commitment. Our vendor code of conduct, which maintains standards that must be followed by all vendors, sub-tier suppliers, subcontractors and their agents, prohibits vendors from engaging in child labor, forced labor or other human rights issues.

We utilize a variety of due diligence processes and controls, including supplier audits, periodic on-site visits, and product testing to ensure such compliance. We utilize a risk-based approach to implement and operate the various aspects of our compliance program. Our compliance program considers, among other things, product risk, the level of vertical integration at our suppliers’ mills, legality concerns noted by both private and government parties, and the results of on-site audits that we perform. Our evaluation of sourcing risk is a key component in our allocation of resources to ensure we meet our standards for product compliance and safety. Compliance and Quality Control teams located in the United States and in China are supplemented with externalindependent third-party resources that provide independent analyses,audits and inspections, which are incorporated into our review processes and monitor our sourcing efforts across all areas from which we source product. Compliance programs and functions are continually under review, updated and enhanced as appropriate to stay current with industry, statutory and regulatory requirements. Our Compliance and Regulatory Affairs Committee of the Board of Directors provides oversight of our compliance programs.

Additionally, we maintain and operate a 1,500 square foot lab within our distribution center on the east coast. The lab features two temperature and humidity controlled conditioning rooms and two emission chambers correlated to a CARB-approvedCARB- and EPA-approved Third-Party Certifier standard. We believe this equipment mirrors the requirements of CARB, EPA, and capabilities of other state-of-the-art emission testing facilities. This lab, along with our third-party providers, supports our process to ensure compliance with CARB and EPA requirements. We also maintain a lab in Shanghai which is used by our sourcing, compliance and quality assurance team to work with vendors in Asia to ensure compliance with regulatory requirements and Company quality standards.

Installation

Historically one in 10 of ourOur customers purchase professional installation services through us to measure and install our flooring at competitive prices. We offer these services at all of our stores. As of December 31, 2020, we utilizedWe utilize a network of associates to perform certain customer-facing, consultative services and coordinate the installation of our flooring products by third-party professional independent contractors. Service revenue for installation transactions that we control along with freight is included in net services sales, with the corresponding costs in cost of services sold. We believe our greater interaction with the customer and strong relationships with the third-party professional independent contractors ultimately results in a better customer experience and higher utilization of installation services by the customer.experience.

Store Model

As of December 31, 2020,2023, we operated 410437 retail stores. We opened six3 new stores and closed 158 stores in 2020, including all of our stores in Canada. We2023. Although we have certain criteria that we require for every store, we are able to adapt a range of existing buildings to our format, fromincluding freestanding buildings, to strip centers, toor small shopping centers. Our stores are typically 6,500 to 7,500 square feet. We

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enter into short leases, generally for a base term of five to seven years with renewal options, to maximize our real estate flexibility.

We routinely evaluate our store site selection criteria and are currently targeting retail corridors within aan existing market over the more industrial locations we historically sought. We consistently monitor performance of current stores as well as the market opportunity for new locations, adjusting as needed to optimize the profitability and growth potential of our store portfolio.

Sales Approach

We strive to have an integrated omni-channelomnichannel sales model that enables our stores, callcustomer contact center, digital platform, and catalogs to work together in a coordinated manner. We believe that due to the average size of the sale and the general infrequency of a flooring purchase, many of our customers conduct extensive research using multiple channels before making a purchase decision. Though our customers utilize a range of these channels in the decision-making process, the final sale is most often completed in the

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store, working with our flooring experts. Our DIY and DIFM customersConsumers typically plan well in advance for the inconvenience of removing old flooring and installing new flooring. Our Pros often have larger, more complex projects, and greater lead time and preparation is often required. Our research indicates that the length of a hard-surface flooring purchase can vary significantly from initial interest to final sale.

Our objective is to help the customer through the entire purchase cycle from inspiration to installation, whether in our store or in their home. Our goal is to provide our customers with everything needed to consider, and complete, their flooring project – to remove the existing floor, install the new floor with complementary moldings and accessories, and finally, maintain the floor.

Our sales strategy emphasizes customer service by providing superior, convenient, educational tools for our customers to learn about our products and the installation process. We invest in training our store team and virtual sales team members on all of our products and install techniques. Flooring samples for most of the products we offer are available in our stores or can be ordered through our digital platform or contact center. Once anWhen placing a hard surface flooring order, is placed, customers may choose to either have their purchases delivered to their home or job site or pick them up at a nearby store location. When placing a carpet order, the carpet is shipped directly to our installer warehouse and the installer delivers the carpet directly to the customer or Pro job site.

We are committed to responding to our customers in a timely manner. Our customer contact center is staffed by flooring experts cross-trained in sales, customer service and product support. In addition to receiving telephone calls, our contact center associates chat online with visitors to our digital platform, respond to emails from our customers and engage in virtual selling. Customers can contact our Customer Relationship Centercustomer contact center to place an order, to make an inquiry, or to order a catalog.

Knowledgeable Salespeople

Our goal is for a customer to walk into an LL Flooring store and immediately be greeted by a knowledgeable associate who can help make buying flooring easy. We believe a large segment of residential homeowners are in need, ofand value, a trusted expert, whether as a guide through a range of flooring alternatives and services or as a resource to both DIY and DIFM customers.throughout the installation process. We are deploying robustutilize extensive training programs to trainenable our store management and associates to serve our customers at the highest level. ThisWe continue to devote significant resources to product and sales training, which focuses on selling techniques and in-depth product knowledge for our store associates, who, we believe, are a key driver in a customer’s purchasing decision.

In a small store environment, our store managers are critical in ensuring the success of delivering against our customer experience. We place an emphasis on identifying, hiring, and empowering employeesassociates who share a passion for our business philosophy where possible. Many of our store managers have previous experience with the home improvement, retail flooring or flooring installation industries. We are also addingcontinue to invest in our regional managers and store managers in training, with a focus on strengthening promotion-from-within and certification programs to build our future store leadership.

Digital / Omni-ChannelOmniChannel

We launchedLLFlooring.com is our new digital platform, LLFlooring.com in December 2020. Thisonline and mobile-friendly sitewebsite that features inspirational and educational content, showcases our flooring in digital room scenes, highlights our digital tools like the Picture It!, Floor Visualizer and Floor

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Finder and promotes our services such as the ability to schedule a free installation estimate and order free flooring samples and delivery.samples. Our digital platform containsweb experience showcases a broad range of information on our products and services, including room scenes, hi-res flooring swatches, and a comprehensive knowledge base on all things related to flooring. Customersaspects of flooring, accessories, and installation. A customer can also shop from home with a live sales associate in one of our stores through our virtual shopping experience. We also offer extensive product reviews, before and after photos from previous customer projects, style and design trends via the LL Style blog and how-to installation videos. A customer also has the ability to chat live with a flooring expert, either online or over the phone, regarding questions about a flooring purchase or installation. We continue to develop new features and functionality to assist customers, such as our Customer Relationship Management ("CRM") system we implemented in 2023 to help improve functionality, capability and information flow as well as increase automation in servicing our customers. We also offer an enhanced e-commerce experience for our Pro customers, including online ordering with exclusive Pro pricing and delivery rates on our full assortment of flooring and accessories and tailored features like Quick Re-Order to ensure they have robust tools atexpedite their disposal that are effective at helping them make the ideal flooring choice as they move between other channels.purchases.

Advertising and Financing

Advertising: We continue to utilize a mix of digital and traditional media, email and direct mail, to balance product, service and value messaging. We also utilize advertisingleverage our investments in paid, owned and earned media to build brand consideration and to educate customers on the flooring category. Overall, we proactively manage the mix of our media to ensure we efficiently drive sales while effectively building awareness of our brand value proposition.

We continue to invest in enhanced digital capabilities. We significantly pulled backprogress on our advertising spend in the second quarter of 2020 in reactionjourney to COVID-19 and have re-deployed our spend with an increasing emphasis on digital.

We have been revitalizing our brand from Lumber Liquidators to LL Flooring. Customers increasingly begin their flooring journey online. During 2020, we usedbuild awareness for the LL Flooring brand in conjunction with the Lumber Liquidators brand onsince completing our digital platform and on television to build awareness. Additionally, we piloted the brand LL Flooring in 20 plus stores during 2020. Based on early feedback, customers who experienced thephysical store rebranding. The new LL Flooring brand viewed it as more approachable, relevantpositions us to serve consumers and Pros who are looking for an unmatched combination of higher quality. We plan to expand the rebrandingexpertise and guidance, including installation services, combined with a curated assortment of our stores in 2021 as part of our long-term brand evolution.beautiful floors at a great value.

Financing:Financing

We offer our residential customers a financing alternative through a proprietary credit card, the Lumber LiquidatorsLL Flooring credit card, underwritten by a third-party financial institution, generally with no recourse to us. This program serves the dual function of providing financial flexibility to our customers and offering us promotional opportunities featuring deferred interest, which we often combine with product promotions. Our customers may also use their Lumber LiquidatorsLL Flooring credit card for installation services. We also offer our Pro

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customers a financing alternative,commercial credit line, which is underwritten by a third-party financial institution, generally with no recourse to us. The commercial credit program provides our Pro customers a range of additional services that we believe add flexibility to their businesses.

Human Capital Management

Our people are the core of our business, and we commitare committed to deliver thembeing a company that fosters an inclusive, diverse teamculture and culture thatworkforce, which understands, values, and adapts to the varying needs of our associates and customers. We seek to provide ana safe, engaging work experience that excites and motivatemotivates our team members to deliver their best every day.

As of December 31, 2023, we had approximately 2,100 associates, 99% of whom were full-time and none of whom were represented by a union. Of these associates, 71% work in our stores, 22% work in corporate store support infrastructure or similar functions (including our call center associates) and 7% work in our distribution centers. We alsovalue the strong relationships that we have created with our associates and remain committed to helping them achieve both their professional and personal goals while working at the Company.

Developing our people and culture is a critical driving force behind our vision is to be the customer’s first choice in flooring by providing the best experience, subject matter expertise and commitment to excellence from inspiration to installation.

We have identified the following six guiding values as the foundation of our culture:

Be customer obsessed
Embrace diversity
Arrive with integrity
Seize opportunities
Be resilient
Own our outcomes

We aim to provide opportunities for learning and growth, to ensure our team is always the best in the business.

We made good progress executing our transformation plan during 2020 to leverage our foundation as a high-touch specialty flooring company and deliver shareholder value. Our transformation plan includes the four strategic pillars of people and culture, improving the customer experience, driving traffic and transactions in our stores and online, and improving profitability.

Our first strategic pillar, people and culture, is a critical driving force behind our transformation plan. Our In recent efforts have been focused in three areas: our Company’s culture and training, the safety and health of our employees; and driving diversity and inclusion.

Culture and Training

In 2020, we engaged the organization in reviewing the Company’s current mission, vision and values and assessing how well they are serving us today. We formalized our Company’s vision: to be the customer’s first choice in

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hard-surface flooring by providing the best experience, from start to finish. We also identified the following six guiding values as the foundation of our culture:

customer obsessed
embrace diversity
act with integrity
seize opportunities
be resilient
own our outcomes

During 2020years, we added more regional managers to provide more localized and focused leadership by market, as well as additional store managers and store-managers-in-training to enhance our leadership structure for the present and the future, in training to build our bench of future store leadership.both the field and in the store. Our field leadership has also focused on developing a more robust store and regional manager training program that promotes both diverse and inclusive leadership as well as drivedriving greater internal career advancement. In 2023, we promoted more than 600 associates and invested substantial hours of training across the organization including launching in-person training for new store managers and store-managers-in-training to provide a richer and more rigorous experience committed to their success.

Safety and Health

Our commitment to the safety of our associatesembracing diversity is an essential and ongoing part of our business. We require careful attention to safety with respect to handling product in our warehouses, stores, installation and delivery processes. During COVID-19 we prioritized the safety of our associates and customers and followed rigorous standards for mask wearing, social distance and cleaning protocols. We have implemented remote work for all corporate support associates including senior management. We have significantly reduced travel and contact to help protect not only our associates but also the communities in which we live. We also provided emergency relief pay to our associates affected by COVID-19 exposure or related facility closures.

Diversity, Equity & Inclusion

As part of our multi-year business transformation, we are working on driving diversity, equity and inclusion across our Company. This commitment will be supported by training and awareness programs as well as focused efforts to recruit, retain, develop and promote a diverse workforce. In 2020,2021, we formedtrained our top 100 leaders on how to create a diverse workplace and how to respect each other's differences, and in 2022, we provided our associates with professional development workshops to support our Diversity, Equity Inclusion and Belonging ("DEIB") efforts through LL Academy, our online learning platform, and in person. These efforts continue in to 2023. Additionally, all associates learn the value of DEIB through in-depth online training within their first 90 days of employment.

Starting in January 2023, the Company added a Reflection & Service paid holiday. Through this new paid holiday, we are providing associates with time off for specific purposes: to observe a faith-based or cultural event that is important to them or their family, or to volunteer in service with a non-profit or community resource group on behalf of an at-risk population. Additionally, in January 2024, the Company launched a paid parental leave program to support new mothers and fathers in the workforce.

The Company also has a commitment to increase diverse representation by 8% at all levels within the organization. In the past year, we have increased our women’s leadership in VP-and-above roles by 4%, Director level roles by 12% and Supervisory roles by 6%. BIPOC leadership has also risen in the past year with a 13% increase in VP-and-above roles.

Our Diversity, Equity & Inclusion Taskforce,Committee, comprised of a cross-functional teamdiverse group of associates, is helping to begin this important work. This team has been discussing the Company’s culture survey results, sharing ideas onensure associates can thrive and grow professionally. They continue to connect our work with best practices and insights to drive what diversity, equity and inclusion should look like in our Company, formulating goals and establishing priorities for 2021 and beyond. We are also working with external consultants to connect our work with best practices and insights related to diversity, equity and inclusion.Company.

Employees

As of December 31, 2020, we had approximately 2,230 employees, 95% of whom were full-time and none of whom were represented by a union. Of these employees, 72% work in our stores, 19% work in corporate store support infrastructure or similar functions (including our call center employees) and 9% work in one of our distribution centers. We believe that we have good relations with our employees.

Seasonality and Quarterly Results

Our quarterly results of operations can fluctuate depending on the timing of our advertising and the timing of, and income contributed by, our new stores. Our net sales fluctuate slightly as a result of seasonal factors, and we adjust merchandise inventories in anticipation of those factors, causing variations in our buildbuildup of merchandise inventories. Generally, we experience higher-than-average net sales in the spring and fall, when more home remodeling activities typically are taking place, and lower-than-average net

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sales in the colder winter months and during the hottest summer months. Our 2020 results were impacted by the COVID-19 pandemic,In 2023 and starting at the of March 2020to date in 2024, the Company closed as many as 56 stores for a period of time while all other stores operated under reduced hours and/or warehouse only conditions, offering curbside pickup and job site delivery for our Pro and DIY customers. The unfavorable impact of COVID-19 on the first half of 2020 was largely offset by favorable sales growthcontinues to navigate uncertainty in the second half of 2020.macroeconomic environment due to low consumer confidence, inflation, volatile mortgage rates impacting housing affordability and lower existing home sales.

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Intellectual Property and Trademarks

We have a number of marks registered in the United States, including LLFlooring®, Floor Love™, Lumber Liquidators®, Floor Finder®, Duravana™, Bellawood®, 1-800-1‑800‑HARDWOOD®, Quickclic®, Virginia Mill Works Co. Hand Scraped and Distressed Floors®, Dream Home Laminate Floors®, Builder’s Pride®, Avella®, Coreluxe®, Tranquility Resilient Flooring®, Lisbon Cork Co. Ltd. ®, R.L. Colston & Sons Hardwood Flooring ®, Clover Lea Plantation ®, ReNature™, AquaSeal ™, Dual Defense™ and other product line names. We have also registered certain marks in jurisdictions outside the United States, including the European Union, Canada, China, Australia and Japan. We regard our intellectual property as having significant value and these names are an important factor in the marketing of our brands. Accordingly, we take steps intended to protect our intellectual property including, where necessary, the filing of lawsuits and administrative actions to enforce our rights. Depending on the country, trademarks remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are renewable for fixed terms.

Government Regulation

We are subject to extensive and varied federal, provincial, state and local government regulations in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our employeesassociates and customers, independent third-party installers, public health and safety, zoning, accommodations for persons with disabilities, and fire codes. We are also subject to a number of compliance obligations pursuant to various settlement agreements we have entered into over the past few years. We operate each of our stores, offices and distribution centers in accordance with standards and procedures designed to comply with all applicable laws, codes, licensing requirements and regulations. Certain of our operations and properties are also subject to federal, provincial, state and local laws and regulations relating to the use, storage, handling, generation, transportation, treatment, emission, release, discharge and disposal of hazardous materials, substances and wastes and relating to the investigation and cleanup of contaminated properties, including off-site disposal locations. We do not currently incur significant costs complying with the laws and regulations related to hazardous materials. However, we could be subject to material costs, liabilities or claims relating to compliance in the future, especially in the event of changes in existing laws and regulations or in their interpretation, as well as the passage of new laws and regulations.

Our suppliers are subject to the laws and regulations of their home countries, as well as those relative to the import of their products into the United States, including, in particular, laws regulating labor, forestry and the environment. Our suppliers are subject to periodic compliance audits, onsite visits and other reviews, as appropriate, in efforts to ensure that they are in compliance with all laws and regulations. We also support social and environmental responsibility among our supplier community and our suppliers agree to comply with our expectations concerning environmental, labor and health and safety matters. Those expectations include representations and warranties that our suppliers comply with the laws, rules and regulations of the countries in which they operate.

Products that we import into the United States and, formerly, Canada are subject to laws and regulations imposed in conjunction with such importation, including those issued and/or enforced by United States Customs and Border Protection and the Canadian Border Services Agency.Protection. In addition, certain of our products are subject to laws and regulations relating to the importation, acquisition or sale of illegally harvested plants and plant products and the emissions of hazardous materials. We work closely with our suppliers to understand their compliance applicable laws and regulations in these areas.

Available Information

We maintain a website at LLFlooring.com. The information on or available through our website is not, and should not be considered, a part of this annual report on Form 10-K.10‑K. You may access our annual reports on Form 10-K,10‑K, quarterly reports on Form 10-Q,10‑Q, current reports on Form 8-K8‑K and amendments to those reports, as well as other reports relating to us that are filed with, or furnished to, the United States Securities and Exchange Commission (“SEC”) free of charge on our digital platform www.investors.LLFlooring.comhttps//investors.llflooring.com/overview/default.aspx as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The SEC also maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information that we file electronically with the SEC.

The information contained on or connected to our website is not incorporated by reference in this report and should not be considered part of this or any other report that we file with or furnish to the SEC.

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Item 1A. Risk Factors.

The risks described below could materially and adversely affect our business, results of operations, financial condition and cash flows. These risks are not the only risks that we face. Our business operations could also be affected by additional factors that apply

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generally to companies operating in the United States and globally, as well as other risks that are not presently known to us or that we currently consider to be immaterial.

Risks Related to Our Business Operations

The ongoing COVID-19 pandemic has disrupted,Reduced consumer spending due to slower economic growth, economic recession, inflation, higher interest rates, and may continue to disrupt, our business, whichconsumer sentiment could adversely affect demand for our financial performanceproducts, our sales and our profit margins.

The effects of the ongoing COVID-19 pandemic have includedWe face a volatile retail environment and could continuechanging economic conditions, including but not limited to include disruptionsslower economic growth, inflation, a volatile interest and mortgage rate environment and lower existing home sales, which may further adversely affect consumer demand and spending. General economic conditions may result in continued inflation, which may increase our exposure to higher costs and may decrease consumer demand. If we are unable to offset these cost increases by price increases, growth, and/or cost reductions in our supply chain, disruptions or restrictions on the ability of many of our employees to work effectively, including because of illness, quarantines, government actions, facility closures oroperations, these inflationary and other restrictions, as well as temporary closures of certain of our showrooms, or the facilities of our customers or suppliers. The inability of our suppliers to meet our supply needs in a timely manner could cause delays in delivery to our customers, which could result in the cancellation of orders, customers’ refusal to accept deliveries, discounts to selling prices, and termination of customer relationships, any of whichgeneral cost increases could have a material adverse effect on our business, financial condition, results of operationsoperating cash flows, profitability, and liquidity. Even if we are able to find alternate sources for our supply needs, they may cost more, which could adverselyThe impact our profitability and financial condition.

In addition, the ongoing COVID-19 pandemicof price increases resulting from current economic conditions has resulted in a widespread health crisisdecrease in our transactions. Should current economic conditions continue to weaken, consumer sentiment and demand for our products could deteriorate which could adversely affect our sales and our profit margins.

Our success dependsupon the ability to attract, develop and retain highly qualified associates.

We believe that is adversely affectingour success has depended and continues to depend on the economiesefforts and financial marketscapabilities of many countries. It has disruptedour associates. If we fail to hire, train, manage, and retain qualified associates with expanded skill sets or the worldwide transportation network leadingcapabilities of delivering on strategic objectives, we could lose sales to less predictable inventory flow. There remains a great deal of uncertainty related to COVID-19, including risks from renewed shutdowns due to COVID-19, continued transportation disruptions,our competitors, and consumer spending preferences once, and if, people become more mobile during 2021 as vaccines are distributed and administered. The extent to which the ongoing COVID-19 pandemic could impact our business,labor costs, results of operations, financial condition and liquidity is highly uncertain and will depend on future developments, including consumer demand for home improvement onceor the vaccine becomes widely available. The potential impacts to the Company likely will notexecution of growth strategies could be fully recoverable.

The ongoing COVID-19 pandemic is a highly fluid and rapidly evolving situation, and we cannot anticipate with any certainty the length, scope, or severity of such restrictions in each of the jurisdictions that we operate.

negatively affected. Our growth strategy depends in part on our ability to open new stores andmeet our labor needs while controlling labor costs is subject to many unpredictable factors.external factors including market pressure on wage rates, the size and health of the labor market and our reputation within the labor market. Many associates are in entry-level roles supporting the store warehouse with historically high turnover rates, which has led to increased training and retention costs, particularly in a competitive labor market. Further, our ability to successfully execute organizational changes, including management transitions within the Company's senior leadership, is critical to our business success. We may not be able to achieve our operational goals if we are unable to attract, develop and retain qualified associates by providing competitive compensation and benefits and an engaging work experience for an inclusive, diverse team and culture. In order to deliver on our vision is to be the customer’s first choice in hard and soft surface flooring by providing the best experience, from inspiration to installation, our distributed operations are reliant upon different store managers and regional managers to motivate people. Our store associates must have expanded skill sets, and if we are unable to hire, train, manage, and retain qualified associates, it may result in inconsistent execution among different stores/different regions based on available labor force.

AsIncreased transportation costs could harm our results of December 31, 2020, we had 410 stores throughout the United States. Assuming the continued successoperations.

The efficient transportation of our store modelproducts through our supply chain is a critical component of our operations. If the cost of fuel or other costs, such as duties and real estate strategy, we planinternational container rates rise, it would result in increases in our inventory and cost of sales due to additional transportation charges and fees. Additionally, there are a limited number of delivery companies capable of efficiently transporting our products from our suppliers. Consolidation within this industry could result in increased transportation costs. A reduction in the availability of qualified drivers and/or an increase in driver regulations could continue to increase our selective approachcosts. International events in any region could impact our ability to future openings overtransport goods or increase our costs. We may be unable to increase the next several years. This growth strategy and the investment associated with the developmentprice of each new store mayour products to offset increased transportation charges, which could cause our operating results to fluctuatedeteriorate. Even as transportation costs moderate, the trailing costs are included in our inventory values, which may result in elevated inventory and costs of goods sold as inventory turns.

Failure to achieve key elements of our growth strategy could prevent us from increasing revenues or returning to profitability.

Our growth strategy is based primarily upon increased utilization of our new Customer Relationship Management ("CRM") system to generate more sales opportunities, expanding our carpet offering across our store portfolio, and growing sales service to the Pro customer:

We completed the implementation of our CRM system during fiscal year 2023 and began using the capabilities that it provides to generate more sales opportunities with both Pros and consumers. This system is intended to improve functionality, capability and information flow as well as increase automation in servicing our customers. The failure to successfully realize these benefits or to drive higher sales as a result of these benefits could materially disrupt our operations, adversely impact customer satisfaction or prevent us from closing potential sales opportunities.
We began offering carpet in a select number of stores in 2023. We anticipate offering carpet in the majority of our stores by the end of 2024. Costs related to expanding carpet offerings require significant capital investment which affects the speed with which we can expand this offering and may limit our profitability and ability to invest in other initiatives. Additionally, the level of customer interest in our carpet options at each of our locations may vary from location to

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location. If customer acceptance of this new product offering fails to align with our targets, we may be unpredictableunable to reach our operating targets, and our financial position, liquidity, and results of operations may be adversely affected.
We generate significant business from our sales to Pros. Our operating results vary according to the amount and type of products we are able to sell to Pros, by the amount of repeat transactions we have with existing Pro customers and by our ability to attract new Pro customers. If changes in our customer mix emerge, or decreasewe are unable to provide the products, services and experience that our profits. Pros demand, we may be unable to achieve our target customer mix, expand sales to Pros or realize anticipated margins and growth from this initiative.

Our future results and ability to implement our growth strategy will depend on variousthe factors includingabove. Our growth strategy and the following:

as we open more stores, our rate of expansion relative to the size of our store base will decline;
consumers in new markets may be less familiar with our brands, and we may need to increase brand awareness in those markets through additional investments in advertising;
new stores may have higher construction, occupancy or operating costs, inventory requirements, or may have lower average store net sales, than stores opened in the past;
competitive pressures could cause changes to our store model and making necessary changes could prove costly;

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newly opened stores may reach profitability more slowly than we expect in the future, as we enter more mid-sized and smaller markets and add stores to larger markets where we already have a presence; and

newly opened stores may cause sales to decline in our other existing stores within a given market or trade area.

Failure to manage our growth effectively could harm our business and operating results.

Our plans call forWe have made and continue to make technology investments, including in our selective approach in the addition of new stores over the next several years, and increasedCRM system, designed to increase orders from our digital platform, callcustomer contact center and catalogs.dedicated Pro sales team. Our existing management information systems, including our store management systems, enterprise reporting platform, compliance procedures and financial and reporting controls, may be unable to support our expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain regional and store managers and personnel for our compliance, IT, human resources and financial and reporting departments. We may not respond quickly enough to the changing demands that our expansion will impose on us. Any failure to manage our growth effectively could harm our business and operating results.

Increased transportation costs could harmOur growth initiative to expand carpet to the product assortment in our resultsstores may not generate the projected revenues or may not deliver the desired level of operations.profitability.

The efficient transportationPart of our productsgrowth strategy is dependent upon our ability to attract and retain customers through our supply chain isthe offering of an expanded product assortment. Adding carpet as a critical component of our operations. If the cost of fuel or other costs, such as duties and international container rates rise it could result in increasesnew flooring option in our coststores was intended to enhance our overall product assortment, complement our existing product offerings and ultimately reach new areas of sales dueconsumer demand and preference. If customer acceptance of this new product offering fails to additional transportation charges and fees. Additionally, there are a limited number of delivery companies capable of efficiently transportingalign with our products from our suppliers. Consolidation within this industry could result in increased transportation costs. A reduction in the availability of qualified drivers and an increase in driver regulations could continue to increase our costs. Transportation costs, both international and domestic, may increase due to the global supply chain disruptions as a result of strong demand for inventory, which have been and may continue to be impacted by any changes in COVID-19 conditions. Weexpectations, we may be unable to increaserealize the priceadded revenues or profitability we projected from the investment in this diversified product offering. In addition, carpeting options may decrease sales of our hard surface products, to offset increased transportation charges, which could causeand our operatingfinancial position, liquidity, and results to deteriorate.of operations may be adversely affected.

Damage, destruction or disruption of our distribution centers could significantly impact our operations and impede our ability to distribute certain of our products.

We have twothree distribution centers whichthat house products for the direct shipment of flooring to our stores. If eitherany of our distribution centers or our inventory held in those locations were damaged or destroyed by fire, tornado, flooding, wood infestation or other causes, our distribution processes would be disrupted, whichdisrupted. If the major highways or railways leading to and from our distribution centers were shut down due to weather or infrastructure conditions, our distribution processes would also be disrupted. Competition for premium warehousing space could affect our operating costs and distribution strategy. Any of these disruptions to the distribution centers could cause significant delays in delivery. This could impede our ability to stock our stores and deliver products to our customers and cause our net sales and operating results to deteriorate.

Our representative office in China may present increased legal and operational risks.

We have a representative office in Shanghai, China to facilitate our product sourcing in Asia. We have limited experience with the legal and regulatory environments and market practices outside of the United States. We may incur increased costs in complying with applicable Chineselocal-country laws and regulations as they pertain to our products, operations and related activities. Further, if we fail to comply with applicable Chinese laws and regulations, we could be subject to, among other things, litigation and government and agency investigations. Our operational results and sourcing strategy could be adversely affected by a worsening of relations between the U.S. and China, increasing political tensions related to Taiwan, or changes in Chinese law related to our ability to operate a representative office.

We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. Tariffs and the possibility of an escalation or further developments of current trade conflicts, particularly between the U.S. and China, could continue to negatively impact global trade and economic conditions in many of the regions where we do business. This could result in continued significant increases in our product costs. In addition, it may adversely impact demand for our products.

Failure to effectively manage our third-party installers may present increased legal and operational risks.

We manage third-party installersprofessional independent contractors who provide installation services to some of our customers. In some jurisdictions, we are subject to regulatory requirements and risks applicable to general contractors, which include management of licensing, permitting and quality of our third-party installers. We have established procedures designed to manage these

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requirements and ensure customer satisfaction with the services provided by our third-party installers. If

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we fail to manage these procedures effectively or provide proper oversight of these services, we may be subject to regulatory enforcement and litigation, and our net sales, and our profitability and our reputation could be harmed.

Our success dependsupon the retention of our personnel.

We believe that our success has depended and continues to depend on the efforts and capabilities of our employees. The loss of the services of employees if we are unable to provide competitive compensation and benefits, an engaging work experience for an inclusive, diverse team and culture or due to any negative market or industry perception, our stock price, and/or litigation may prevent us from achieving operational goals and harm our reputation.

Unfavorable allegations, government investigations and legal actions surrounding our products or us could harm our reputation and impair our ability to grow or sustain our business.

We have beenhistorically were involved in a number of government investigations and legal actions, many of which have resulted from unfavorable allegations regarding our products and us. Negative publicity surrounding these government investigations and legal actions could continue to harm our reputation and the demand for our products. Additional unfavorable allegations, government investigations and legal actions involving our products and us could also affect our perception in the market and our brands and negatively impact our business and financial condition. For instance, unfavorable allegations with certain regulators surrounding the compliance of our laminates that had previously been sourced from China has negatively affected and could continue to negatively affect our operations. If this negative impact is significant, our ability to maintain our liquidity and grow or sustain our business could be jeopardized. The cost to defend ourselves and our former employees has been and could continue to be significant.

We are involved in a number of legal proceedings and, while we cannot predict the outcomes of these proceedings and other contingencies with certainty, some of the outcomes of theseFuture litigation or governmental proceedings could adversely affectresult in material adverse consequences, including judgments or settlements, negatively affecting our business, financial condition and financial condition.results of operations.

We are, orhave been in the past, and in the future may become, involved in legal proceedings, government and agency investigations, andlawsuits, including consumer, commercial, employment, tort and other litigation, (see discussionregulatory inquiries, and governmental and other legal proceedings arising out of Legal Proceedings in Item 8. Note 10 to the consolidated financial statements). While we have accrued for material liabilities in connection with certainordinary course of our business. Some of these proceedings we cannot predict with certaintymay raise difficult and complicated factual and legal issues and can be subject to uncertainties and complexities. The timing of the ultimate outcomes. The outcome of some of thesefinal resolutions to lawsuits, regulatory inquiries and governmental and other legal proceedings is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, either of which could require us to take actions which could be costly to implement or otherwise negatively affect our operations or could require us to pay substantial amounts of money that could have a material adverse effect on our liquidity, financial condition and results of operations and could affect our ability to obtain capital or access our revolving loan and continue as a going concern. Additionally, defending against lawsuits and legal proceedings involves significant expense and diversion of management’s attention and resources.payments.

Our overall compliance program, including the Lacey Compliance Plan, is complex and costly to maintain. A failureFailure to manage theseour compliance programs could adversely affect our ability to conduct business, result in significant fines and other penalties, damage our brand and reputation, and consequently negatively impact our financial position and results of operations.

As disclosed in October 2015,The nature of our products and business is such that we reachedhave to comply with a settlement with the United States Departmentcomplex set of Justice (“DOJ”) regarding our compliance withstandards, including but not limited to the Lacey Act. In connectionAct, consumer and product safety, environmental regulations. We operate our business in accordance with that settlement, we agreedstandards and procedures designed to implement the Lacey Compliance Plan, and we were subject to a probation period of five years. Our implementation of the Lacey Compliance Plan, together with requirements resulting from other settlement agreements we have entered into over the past few years (including the Deferred Prosecution Agreement (the “DPA”) with the United States Attorney’s Office for the Eastern District of Virginia (the “U.S. Attorney”) and the DOJ entered into on March 12, 2019), was costly. In the event we breach the DPA, there is a risk the U.S. Attorney and the DOJ would seek to impose remedies provided for in the DPA, including criminal prosecution. Further, the failure to properly manage our overall compliance program and fully comply with the obligations imposed upon us byapplicable laws and regulations in these various settlement agreementsareas and work closely with our suppliers in order to comply with such laws and regulations. Compliance can require timely and costly procedures including but not limited to tracing raw materials, testing against emission standards, and maintaining vigorous quality assurance standards. If we violate or implementare alleged to have violated these laws, we could incur significant costs, be liable for damages, experience delays in shipments of our products, be subject to fines, penalties, criminal charges or other legal risks, or suffer reputational harm, any of the compliance requirements arising from these obligationswhich could reduce demand for our products and adversely affect our abilitybusiness, financial condition and operating results. In addition, there can be no assurance that such laws or regulations will not become more stringent in the future or that we will not incur additional costs in the future in order to conduct business, result in significant

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fines and other penalties, damage our brand and reputation and negatively impact our financial position and results of operations.

Our insurance coverage and self-insurance reserves may not cover existing or future claims.

WithIn the large numberordinary course of recent cases and government investigations,business, we may be required to defend ourselves andincur property, casualty or other losses not covered by our officers, directors and former employees and we may be subject to financial harm in the event such cases or investigations are adversely determined and insurance coverage will not, or is not sufficient to, cover any related losses.insurance. We maintain various insurance policies, including directorsdirectors' and officersofficers' insurance, as well as the following:

We are self-insured on certain health insurance plans and workers’ compensation coverage and are responsible for losses up to a certain limit for these respective plans.
We continue to be responsible for losses up to a certain limit for general liability and property damage insurance.
Our professional liability and cyber security insurance policies contain limitations on the amount and scope of coverage.
We are self-insured on certain health insurance plans and workers’ compensation coverage and are responsible for losses up to a certain limit for these respective plans.
We continue to be responsible for losses up to a certain limit for general liability and property damage insurance.
Our professional liability and cybersecurity insurance policies contain limitations on the amount and scope of coverage.

For policies under which we are responsible for losses, we record a liability that represents our estimated cost of claims incurred and unpaid as of the balance sheet date. Unanticipated changes may produce materially different amounts of expense than those recorded, which could adversely impact our operating results. Additionally, our experience could limit our ability to obtain satisfactory insurance coverage, subjecting us to further loss, or could require significantly increased premiums.

The cost of our employee health care benefit program may increase in the future.

We maintain an employee benefits program that provides self-insured and insured coverage to employees that meet the applicable requirements under the program. Employees can elect to enroll dependents that meet eligibility criteria. Coverage includes health, dental, vision, short- and long-term disability, life insurance and other voluntary ancillary benefits. Employees share in the cost of other coverage at varying levels. The Company has historically funded a majority of the cost of health benefits.

The Company routinely reviews its health benefit plans to assure conformity with government regulations and competitiveness within our industry. Approximately 75% of eligible employees elect to participate in our health benefit plans. In the future,

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proportionately more employees may elect to participate in our health benefit plans. We are unable to reliably predict to what extent, if any, the percentage of eligible employees who elect health care coverage will increase in the future. Because we fund a majority of the cost of health benefits, our financial accounting expense will increase to the extent that additional employees elect to participate in the Company’s health benefit plans.

Also, medical inflation has historically tended to outpace general inflation. We are unable to reliably predict the extent to which future medical inflation will outpace general inflation. Additionally, because our medical benefit program is self-insured, an unusual incidence of large claims may cause our costs to unexpectedly increase.

Federal, provincial, state or local laws and regulations, including tariffs, or our failure to comply with such laws and regulations and our obligations under certain settlement agreements related to our products could increase our expenses, restrict our ability to conduct our business and expose us to legal risks.

We are subject to a wide range of general and industry-specific laws and regulations imposed by federal, provincial, state and local authorities in the countries in which we operate, including those related to tariffs, customs, foreign operations (such as the Foreign Corrupt Practices Act), truth-in-advertising, consumer protection, privacy, zoning and occupancy matters as well as the operation of retail stores and warehouse,warehouses, production and distribution facilities and provision of installation services. In addition, various federal, provincial and state laws govern our relationship with and other matters pertaining to our employees,associates, including wage and hour-related laws. If we fail to comply with these laws and regulations, we could be subject to legal risk, our operations could be impacted negatively, and our reputation could be damaged. Likewise, if such laws and regulations should change, our costs of compliance may increase, thereby impacting our results and our profitability.

Certain portions of our operations are subject to laws and regulations governing hazardous materials and wastes, the remediation of contaminated soil and groundwater, and the health and safety of employees.associates. If we are unable to comply with, extend or renew a material approval, license or permit required by such laws, or if there is a delay in renewing any material approval, license or permit, our net sales and operating results could deteriorate or otherwise cause harm to our business.

With regard to our products, we spend significant resources in order to comply with applicable advertising, importation, exportation, environmental and health and safety laws and regulations. If we should violateViolations of these laws and regulations, we could experiencehave in the past and may in the future result in delays in receipt of shipments of our goods, be subject to fines, penalties, criminal charges, or other legal risks, be liableliability for costs and damages, or suffer reputational harm, which could reduce demand for our merchandise and hurt our business and results of operations. Further, if such laws, regulations, and regulationstariffs should change, including those relating to antidumping and countervailing duties, we may experience increased costs in order to adhere to the new standards.

Actions of activist or dissident shareholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or share price.

We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance. Our board of directors and management team are also subjectcommitted to acting in the best interests of all shareholders. The actions taken by our board of directors and management in seeking to maintain constructive engagement with certain shareholders, however, may not be successful.

We strive to maintain constructive, ongoing communications with all shareholders and we welcome constructive input from all shareholders toward the shared goal of enhancing stakeholder value. Nonetheless, we may not be successful in engaging constructively with one or more shareholders, and any resulting activist campaign that contests, or seeks to change, our strategic direction or business mix could have an adverse effect on us because: (i) responding to a numberproxy contest or other actions by activist or dissident shareholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of settlement agreements that impose certain obligations on us with respectour board of directors or senior management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (ii) perceived uncertainties as to our future direction may lead to the operationperception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers, cause concern in the minds of our business. If we failemployees and lead to comply withthe departure of critical employees, result in the loss of potential business opportunities, or make it more difficult to attract and retain qualified personnel and business partners; and (iii) these obligations, we may experience additional coststypes of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and expenses and could be subject to additional legal risks.prospects of our business.

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Risks Related to Our Suppliers, Products and Product Sourcing

Our ability and cost to obtain cost-effective products, especially from ChinaAsia and other international suppliers, and the operations of many of our international suppliers are subject to risks that may be beyond our control and that could harm our operations and profitability.

We rely on a select group of international suppliers to provide us with imported flooring products that meet our specifications. In 2020,2023, our imported product was sourced from Asia, Europe, Australia and South America. As a result, we are subject to risks associated with obtaining products from abroad, including:

the imposition of duties (including antidumping and countervailing duties), tariffs, taxes and/or other charges on exports or imports;
the impact of a pandemic, including COVID-19;
political unrest, terrorism and economic instability resulting in the disruption of trade from foreign countries where our products originate;
currency exchange fluctuations;
the imposition of new laws and regulations, including those relating to environmental matters and climate change issues, labor conditions, quality and safety standards, trade restrictions, and restrictions on funds transfers;
disruptions or delays in production, shipments, delivery or processing through ports of entry; and
differences in product standards, acceptable business practices and legal environments of the country of origin.
the imposition of duties (including antidumping and countervailing duties), tariffs, taxes and/or other charges on exports or imports;
political unrest, terrorism and economic instability resulting in the disruption of trade from foreign countries where our products originate;
currency exchange fluctuations;
the imposition of new laws and regulations, including those relating to environmental matters and climate change issues, labor conditions, forced labor, including UFLPA holds, quality and safety standards, trade restrictions, supply chain traceability, and restrictions on funds transfers;
disruptions or delays in production, shipments, delivery or processing through ports of entry; and
differences in product standards, acceptable business practices and legal environments of the country of origin.

By the end of 2020,During 2023, approximately 34%11% of our product was sourced from China down from 46%14% a year ago. Included in merchandise inventories are tariff relatedtariff-related costs, including Section 301 tariffs on certain products imported from China in recent years. AIn November 2019, a subset of these imports for certain click vinyl and other engineered products (the “Subset Products”) received an exemption that was made retroactive to the initial levying of the Section 301 Tariffs. However, as of August 7,, 2020, the exclusions on subset products expired and certain flooring products imported from China arewere again subject to a 25% Section 301 tariff. Potential costs and any attendant impact on pricing arising from these tariffs could have a material adverse effect on our results of operations, financial condition, and liquidity.

These and other factors beyond our control could disrupt the ability of our suppliers to ship certain products to us cost-effectively or at all, which could harm our operations. If our product costs and consumer demand are adversely affected by foreign trade issues (including pandemic-related delays, import tariffs and other trade restrictions with China), our sales and profitability may suffer.

Failure to identify and develop relationships with a sufficient number of qualified suppliers could affect our ability to obtain products that meet our high quality standards.

We purchase hard surface flooring directly from mills located around the world. We believe that these direct supplier relationships are important to our business. In order to retain the competitive advantage that we believe results from these relationships, we need to continue to identify, develop and maintain relationships with qualified suppliers that can satisfy our high standards for quality and our requirements for the delivery of hard-surface materials in a timely and efficient manner. We expect the need to develop new relationships to be particularly important as we seek to expand our operations, enhance our product offerings, and expand our product assortment and geographic source of origin in the future.future and to mitigate reliance on existing key relationships. Any inability to do so could reduce our competitiveness, slow our plans for further expansion and cause our net sales and operating results to deteriorate.

We rely on a concentrated number of suppliers for a significant portion of our supply needs. We generally do not have long-term contracts with our suppliers. In the future, our suppliers may be unable to supply us, or supply us on acceptable terms, due to various factors, which could include political instability in the supplier’s country, insufficient production capacity, product line failures, collusion, a supplier’s financial instability, inability or refusal to comply with applicable laws, trade restrictions, tariffs or our standards, duties, insufficient transport capacity and other factors beyond our control. In these circumstances, we could experience deterioration in our net sales and operating results. In addition, several of our suppliers have accounts receivable financing arrangements under which they hold credit insurance to cover payments due from us. If they are unable to maintain this insurance at a favorable rate, then they may require faster payment terms with us which could negatively affect our cash flow, ability to maintain appropriate inventory levels and ability to achieve our sales goals.

For our carpet offerings, we currently rely on one domestic-based supplier. The unanticipated termination or interruption of our sole supplier of carpet, including failure by the supplier to meet our product specifications, could have a material adverse effect on us because we do not have the capability to manufacture our own carpet products or the warehouse capacity to store rolled carpet. Our supplier may not be able to meet our demand for a variety of reasons, including our inability to forecast our future needs accurately or a shortfall in production by the supplier for reasons unrelated to us, such as work stoppages, acts of war, terrorism, pandemics, fire,

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earthquake, energy shortages, flooding or other natural disasters. If our supply arrangements with our sole supplier of carpet are terminated or interrupted, we likely would incur increased costs and experience delays in our product deliveries (thus resulting in decreased sales and profitability) associated with developing new supply chain sources for carpet. A prolonged inability on our part to source carpet on a cost-effective basis could adversely impact our ability to deliver products on a timely basis, which could harm our customer relationships, financial position, liquidity, and results of operations.

The failureCompany and third-party suppliers on whom we rely source a significant portion of the merchandise we sell from Asia, which exposes us to the risk of supply chain disruptions.

Beginning in 2020, the United States Government took significant steps to address the forced labor concerns in the Xinjiang Uyghur Autonomous Region of China ("Xinjiang Region"), including withhold release orders (“WROs") issued by United States Customs and Border Protection (“CBP”). The WROs allow CBP to detain and deny entry of imports suspected of containing raw materials from Xinjiang, regardless of the origin of the finished products. This affected global supply chains, including those industries whose products are reliant upon polysilicon, tomatoes and cotton. In June 2022, the Uyghur Forced Labor Prevention Act (“UFLPA”) went into effect, which presumes goods produced in the Xinjiang Region, or with labor linked to specified Chinese government-sponsored labor programs, were produced using forced labor and prohibits importation of such goods into the United States absent clear and convincing evidence proving otherwise. In February 2023, CBP expanded its enforcement focus beyond the high priority sectors identified in the UFLPLA (i.e., cotton, tomatoes and polysilicon) to include additional sectors including aluminum products and polyvinyl chloride (PVC) products.

In February 2023, the Company began to receive detention notices from CBP related to flooring products that contain PVC. The Company worked with our affected vendors to provide the requested documentation to CBP to attempt to show that the affected products do not contain any inputs from the Xinjiang Region, in compliance with the Company’s Standards for Vendor Partner Conduct and in compliance with certifications the Company has required of vendors related to the UFLPA. During the document collection process, the Company incurred costs related to storage, transportation and extra handling. This process also adversely impacted our ability to obtain adequate inventory in the vinyl product category on a timely basis, which resulted in lost sales, increased costs and an overall decrease in our profits. We mitigated the impact of these customs delays by recommending to customers alternative products in our current assortment and leveraged our sourcing capabilities to look at alternative flooring categories and sourcing geographies. While we continue to require our vendors to comply with the UFLPA and we invest in automated tools and processes to trace our supply chain, we cannot predict when, or the extent to which, CBP will issue new detention notices for additional vendors or products.

Failure of our suppliers to comply with applicable laws, use ethical practices, and meet our quality standards could result in our suspending purchasing from them, negatively impacting net sales, and could expose us to reputational and legal risks.

While our suppliers agree to operate in compliance with applicable laws and regulations and our vendor code of conduct, we do not control our suppliers. Accordingly, despite our continued investment in compliance and quality control, we cannot guarantee that they comply with such laws and regulations or operate in a legal, ethical and responsible manner. While we monitor our suppliers’ adherence to our compliance and quality standards, there is no guarantee that we will be able to identify non-compliance.non-compliance, and it may be costly and complex to comply. Moreover, the failure of our suppliers to adhere to applicable legal requirements and the quality standards that we set for our products could lead to government investigations, litigation, write-offs and recalls, any of which could damage our reputation and our brands, increase our costs, and otherwise hurt our business. Additionally, our ability to travel and monitor suppliers due to the COVID-19 could cause delays in bringing product to market.

Product liability claims could adversely affect our reputation, which could adversely affect our net sales and profitability.

We have faced and continue to face the risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in economic loss, personal injury, property damage, or violated environmental or other laws. In the event that any of our products proves to be defective or otherwise in violation of applicable laws, we may be required to recall or redesign such products. Further, in such instances, we may be subject to legal action. We maintain insurance against some forms of product liability claims, but such coverage may not be available or adequate for the liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant adverse publicity against us, may have a material adverse effect on our net sales and operating results.

Our ability to offer hardwood flooring, particularly products made of more exoticcertain species of hardwood, depends on the continued availability of sufficient suitable hardwood at reasonable cost.

Our business strategy depends on offering a wide assortment of hardwood flooring to our customers. We sell flooring made from species ranging from domestic maple, oak and pine to imported acacia, cherry, koa, mahogany and teak. Some of these species are scarce,difficult to source, and we cannot be assured of their continued availability. Our ability to obtain an adequate volume and quality of hard-to-find species depends on our suppliers’ ability to furnish those species, which, in turn, could be affected by many things including events such as forest fires, insect infestation, tree diseases, prolonged drought and other adverse weather and climate conditions. Government regulations relating to forest management practices also affect our suppliers’ ability to harvest or export timber, and changes to regulations and forest management policies, or the implementation of new laws or regulations, could impede

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their ability to do so. If our suppliers cannot deliver sufficient hardwood and we cannot find replacement suppliers, our net sales and operating results may be negatively impacted.

The cost of the various species of hardwood that are used in our products is important to our profitability. Hardwood lumber costs fluctuate as a result of a number of factors including changes in domestic and international supply and demand, labor costs, competition, market speculation, product availability, environmental restrictions, government regulation and trade policies, duties, weather conditions, processing and freight costs, and delivery delays and disruptions. We generally do not have long-term supply contracts or guaranteed purchase amounts. As a result, we may not be able to anticipate or react to changing hardwood costs by adjusting our purchasing practices, and we may not always be able to increase the selling prices of our products in response to increases in supply costs. If we cannot address changing hardwood costs appropriately, it could cause our operating results to deteriorate.

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Risks Relating to Our Competitive Positioning

Ineffectiveness of our advertising strategy or negative perceptionsinability to build sufficient awareness of ourthe LL Flooring brand could result in reduced customer traffic, thereby impacting net sales and profitability.

We believe that our growth thus far was achieved in part through our successful investment in local and national advertising. Historically, we have used extensive advertising to encourage customers to drive to our stores, which were, at times, located some distance from population centers in areas that have lower rents than traditional retail locations. Further,Initially, a significant portion of our advertising was directed at the DIYonly to consumers, whose needs with respect to their flooring purchases vary from Pros such as flooring installers, remodelers, and DIFM customers.small to medium home builders. As our brand and marketing strategies continue to evolve, we have broadened the content of our advertising to increase the awareness of our great value, superior service and broad selection of high-quality, hard-surfacehard and soft surface flooring products. If there are negative perceptions aboutWe have completed the evolutionphysical rebranding of our stores, however, low brand strategies, our advertisements failawareness following the rebranding from Lumber Liquidators to drawLL Flooring has been a limiting factor in driving sales. If awareness does not increase with customers, in the future, or if the cost of advertising or other marketing materials increases significantly, we could experiencemay not achieve desired return on investment resulting in declines in our net sales and operating results.results both in-store and through our digital platform.

Competition could cause price declines, decrease demand for our products and decrease our market share.

We operate primarily in the hard-surfacehard and soft surface flooring industry, which is highly fragmented and competitive. We face significant competition from national and regional home improvement chains, national and regional specialty flooring chains, Internet-based companies and privately owned single-site enterprises. We compete on the basis of price, customer service, store location and the range, quality and availability of the hard-surfacehard and soft surface flooring that we offer our customers. If our positioning with regard to one or more of these factors should erode, deteriorate, fail to resonate with consumers or misalign with demand or expectations, our business and results may be negatively impacted.

Our competitive position is also influenced by the availability, quality and cost of merchandise, labor costs, distribution and sales efficiencies and our productivity compared to that of our competitors. Further, as we expand into new and unfamiliar markets, we may face different competitive environments than in the past. Likewise, as we continue to enhance and develop our product offerings, we may experience new competitive conditions.

Some of our competitors are larger organizations, have existed longer, are more diversified in the products they offer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we have. In addition, our competitors may forecast market developments more accurately than we do, develop products that are superior to ours, produce similar products at a lower cost or adapt more quickly to new technologies or evolving customer requirements than we do. Intense competitive pressures from one or more of our competitors could cause price declines, decrease demand for our products and decrease our market share.

Hard-surfaceOur flooring offerings may become less popular as compared to other types of floor coverings in the future. For example, most of our products are made using various hardwood species, including rare exotic hardwood species, and concern over the environmental impact of tree harvesting could shift consumer preferences towards synthetic or inorganic flooring. In addition, hardwood flooring competes against carpet, vinyl sheet, vinyl tile, ceramic tile, natural stone and other types of floor coverings. Our attempted mitigation of this risk with the expansion into carpeted flooring may not be successful. If consumer preferences shift toward types of floor coverings that we do not sell, we may experience decreased demand for our products.

All of these competitive factors may harm us and reduce our net sales and operating results.

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Risks Related to Economic Factors and Our Access to Capital

Cyclicality in the home flooring industry, coupled with our lack of diversity in our linesline of business, could cause volatility and risk to our business.

The hard-surfacehard and soft surface flooring industry is highly dependent on the remodeling of existing homes and new home construction. Remodeling and new home construction are cyclical and depend on a number of factors which are beyond

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our control, including interest and inflation rates, tax policy, real estate prices, employment levels, consumer confidence, credit availability, demographic trends, weather conditions, natural disasters and general economic conditions.

We experienced significant revenue growth in the second half of 2020 as a result of consumer demand for home improvement. There remain a significant number of unknowns, including risks from renewed shut downs due to COVID-19 and consumer spending preferences once and if people become more mobile as the vaccines roll out.

In the event of a decrease in discretionary spending, home remodeling activity or new home construction, any of which could be due to slower growth or recession, increasing interest rates, increasing unemployment or inflation, demand for our products, including hard-surfacehard and soft surface flooring, could be impacted negatively and our business and operating results could be harmed.

The inability to access our Revolving Credit Facility or other sources of capital, could cause our financial position, liquidity, and results of operations to suffer.

We have relied on and expect to continue to rely on a bank credit agreement to fund our needs for working capital. During 2020, we entered into a First AmendmentInformation with respect to our Credit Agreement to temporarily increase the maximum amounts available under the Revolving Credit Facility and we may needbe found in Note 4, “Credit Agreement”, to access additional sourcesthe consolidated financial statements in Item 8 of capital to satisfy our liquidity needs.Part II, which is incorporated herein by reference. Our access to the Revolving Credit Facility depends on our ability to meet the conditions for borrowing, including that all representations are true and correct at the time of the borrowing. Our failure to meet these requirements or obtain additional or alternative sources of capital could impact:

our ability to fund working capital, capital expenditures, store expansion and other general corporate purposes;
our ability to meet our liquidity needs, arising from, among other things, legal matters; and
our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
our ability to fund working capital, capital expenditures, store expansion and other general corporate purposes;
our ability to meet our liquidity needs; and
our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

Any non-compliance with any restrictive or financial covenants in our Revolving Credit Facility could result in a default and could result in our lenders declaring our senior debt immediately due and payable, which would have a material adverse effect on our financial position, consolidated results of operations and liquidity. If we are required to seek other sources of capital, additional capital may or may not be available. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our current and potential future earnings. If we are unable to access sufficient capital or enter into financing arrangements on favorable terms in the future, our financial condition and results of operations may be materially adversely affected.

Tax assessments or unclaimed property audits by governmental authorities could adversely impact our operating results.

We remit a variety of taxes and fees to various governmental authorities, including federal and state income taxes, excise taxes, property taxes, sales and use taxes, and payroll taxes. The taxes and fees remitted by us are subject to review and audit by the applicable governmental authorities, which could result in liability for additional assessments. In addition, we are subject to unclaimed or abandoned property (escheat) laws which require us to turn over to certain government authorities the property of others held by us that has been unclaimed for a specified period. We are subject to audits by individual U.S. states regarding our escheatment practices. The legislation and regulations related to tax and unclaimed property matters tend to be complex and subject to varying interpretations by both government authorities and taxpayers. Although management believes that the positions are reasonable, various taxing authorities may challenge certain of the positions we have taken, which may also potentially result in additional liabilities for taxes, unclaimed property and interest in excess of accrued liabilities. Our positions are reviewed as events occur such as the availability of new information, the lapsing of applicable statutes of limitations, the conclusion of tax audits, the measurement of additional estimated liability based on current calculations, the identification of new tax contingencies, or the rendering of relevant court decisions. An unfavorable resolution of assessments by a governmental authority could negatively impact our results of operations and cash flows in future periods.

Risks Related to Our Information Technology

If our management information systems, including our digital platform, CRM System or our callcustomer contact center, experience disruptions, it could disrupt our business and reduce our net sales.

We depend on our management information systems to integrate the activities of our stores, digital platform and callcustomer contact center, to process orders, make outgoing calls to customers, to respond to customer inquiries, to manage inventory, to purchase merchandise and to sell and ship goods on a timely basis. Part of our growth strategy depends on increased utilization of our new CRM system to generate more sales opportunities. We may experience operational problems with our information systems as a result of system failures, viruses, computer “hackers” or other causes. We may incur significant expenses in order to repair any such operational problems. Any significant disruption or slowdown of our systems could cause information, including data related to customer orders, to be lost or delayed, which could result in delays in the delivery of products to our stores and customers or lost sales.

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For example, as we previously disclosed in August 2019, we experienced a malicious network security incident during that year for approximately a week that prevented access to several of our information technology systems and data within our networks. Based on the nature of the network security incident, the impact on our information technology systems and the results of the forensic IT analysis, we do not believe confidential customer, employee or company data was lost or disclosed. Moreover, our entire corporate network, including our telephone lines, is on an Internet-based network, which is vulnerable to certain risks and uncertainties, including changes in the required technology interfaces, digital platform downtime and other technical failures, security breaches and customer privacy concerns. Accordingly, if our network is disrupted or if we cannot successfully maintain our digital platform and callcustomer contact center in good working order, we may experience delayed communications within our operations and between our customers and ourselves and may not be able to communicate at all via our network, including via telephones connected to our network.

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In addition, we are currently making, and expect to continue to make, investments in our management information systems, infrastructure and personnel, in certain cases with the assistance of strategic partners and other third-party service providers. These investments involve replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; outsourcing certain technology and business processes to third-party service providers; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring new systems with new functionality. These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, changes in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements. Any system implementation and transition difficulty may result in operational challenges, security failures, reputational harm, and increased costs that could adversely affect our business operations and results of operations.

We may incur costs and losses resulting from security risks we face in connection with our electronic processing, transmission and storage of confidential customer information.

We accept electronic payment cards for payment in our stores and through our callcustomer contact center. In addition, our online operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments. As a result, we may become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedings relating to these types of incidents. Further, a compromise of our security systems that results in our customers’ personal information being obtained by unauthorized persons could adversely affect our reputation with our customers and others, as well as our operations, results of operations and financial condition, and could result in litigation against us or the imposition of penalties. A security breach could also require that we expend significant additional resources related to the security of information systems and could result in a disruption of our operations, particularly our online sales operations.

Additionally, privacy and information security laws and regulations change, and compliance with them may result in cost increases due to necessary systems changes and the development of new administrative processes. If we fail to comply with these laws and regulations or experience a data security breach, our reputation could be damaged, possibly resulting in lost future business, and we could be subjected to additional legal risk as a result of non-compliance.

Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations may subject us to substantial negative financial consequences and civil or criminal penalties.

Complex local, state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These privacy and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations and enforcement. For example, California enacted legislation, the California Consumer Privacy Act (“CCPA”). The CCPA requires, among other things, covered companies to provide new disclosures to California consumers and allows such consumers new abilities to opt-out of certain sales of personal data. The CCPA also provides for civil penalties for violations as well as a private right of action for data breaches that may increase data breach litigation. Further, the California Privacy Rights Act, which took effect in January 2023, significantly modifies the CCPA. Colorado, Connecticut, Utah and Virginia enacted similar data privacy legislation that also took effect in 2023, and several other states and countries are considering expanding or passing privacy laws in the near term. These modifications and new laws will require us to incur additional costs and expenses in our efforts to comply. Our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to personal data, or to protect personal data from unauthorized access, use or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages by customers and other affected individuals, fines, damage to our brand reputation, any of which could have a material adverse effect on our operations, financial performance and business.

Alternative e-commerce and online shopping offerings may erode our customer base and adversely affect our business.

Our long-term future depends heavily upon the general public’s willingness to use our stores as a means to purchase goods. In recent years, e-commerce has become more widely accepted as a means of purchasing consumer goods and services, which could

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adversely impact customer traffic in our stores. Additionally, certain of our competitors offer alternative e-commerce and online shopping. If consumers use alternative e-commerce and online shopping offerings to conduct business as opposed to our store locations, it could materially adversely impact our net sales and operating results.

Risks Relating to Our Common Stock

Our common stock price may be volatile and all or part of any investment in our common stock may be lost.

The market price of our common stock could fluctuate significantly based on various factors, including, but not limited to:

unfavorable market reactions to allegations regarding the safety of our products and the related litigation and/or government investigations resulting therefrom, as well as any payments, judgments or other losses in connection with such allegations and any resultant lawsuits and/or investigations;
trading activity of our current or future stockholders, including common stock transactions by our directors and executive officers;
trading activity by retail investors participating in online investing forums or chat rooms;
industry-related trends and growth prospects; and
our concentration in the cyclical home furnishings industry.
economic related factors including a recession and inflammatory pressures, etc.;
our concentration in the cyclical home improvement industry;
trading activity of our current or future stockholders, including common stock transactions by our directors and executive officers;
trading activity by retail investors participating in online investing forums or chat rooms;
industry-related trends and growth prospects; and
our inclusion in various market indices

In addition, the stock market may experience significant price and volume fluctuations. These fluctuations may be unrelated to the operating performance of particular companies but may cause declines in the market price of our

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common stock. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us or our performance.

Our anti-takeover defense provisions may cause our common stock to trade at market prices lower than it might absent such provisions.

Our certificate of incorporation and bylaws contain provisions that may make it more difficult or expensive for a third party to acquire control of us without the approval of our board of directors. These provisions include a staggered board, the availability of “blank check” preferred stock, provisions restricting stockholders from calling a special meeting of stockholders or from taking action by written consent and provisions that set forth advance notice procedures for stockholders’ nominations of directors and proposals of topics for consideration at meetings of stockholders. Our certificate of incorporation also provides that Section 203 of the Delaware General Corporation Law, which relates to business combinations with interested stockholders, applies to us. These provisions may delay, prevent or deter a merger, or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. In addition, these provisions may cause our common stock to trade at a market price lower than it might absent such provisions.

Item 1B. Unresolved Staff Comments.

None.

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

Due to the prevalence of cyberattacks and other cyber incidents directed at public companies, cybersecurity is a principal element of our overall enterprise risk management program. We have a multilayered approach for assessing, identifying and managing cybersecurity risks, which is designed to help protect the Company’s information assets and operations from internal and external cyber threats by understanding and seeking to manage risk while protecting employee and customer information from unauthorized access or attack, as well as secure our networks, systems and devices. Cybersecurity is one of the top enterprise risks that we have identified. As part of our quarterly enterprise risk management meetings, we discuss efforts to manage this risk and we assess the degree of risk and whether it is increasing or decreasing.

We devote significant resources to protecting and evolving the security of our computer systems, software, networks and other technology assets. Our cybersecurity risk management processes include physical, procedural and technical safeguards. Our cybersecurity policies, standards and procedures include cyber and data breach response plans, which are benchmarked against the National Institute of Standards and Technology Cybersecurity Framework. The Company’s incident response plan is designed to help coordinate our response to, and recovery from, cybersecurity incidents, and includes processes to triage, assess the severity of, escalate, contain, investigate, and remediate incidents, as well as to comply with applicable legal obligations. The Company seeks to

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continually improve its policies and practices to identify potential and emerging security risks and develop mitigations for those risks. For example, the Company regularly conducts phishing tests, penetration tests and tabletop simulations to help discover potential vulnerabilities, which enable improved decision-making and prioritization and promote monitoring and reporting across compliance functions. As part of its overall risk mitigation strategy, the Company also maintains cyber insurance coverage.

We engage external parties, including consultants, computer security firms, forensic firms, public relations professionals and attorneys, to advise us on our preparedness and risk management activities. We also regularly consult with industry groups and law enforcement on emerging industry trends.

In order to oversee and identify risks from cybersecurity threats associated with the Company’s use of third-party service providers, we conduct a security risk assessment on all proposed new third party vendors who will have access to our information and data. We have standard contractual language that we require for vendors who will have access to sensitive data.

We do not believe that there are currently any risks from cybersecurity threats of which we are aware that are reasonably likely to materially affect the Company or its business strategy, results of operations or financial condition. We did experience a network security incident in 2019, which was disclosed previously, from which we have incorporated lessons learned and improved our risk management program. Despite our security measures, however, there is no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. For additional information regarding the risks to the Company associated with cybersecurity incidents, see "If our management information systems, including our digital platform or our customer contact center, experience disruptions, it could disrupt our business and reduce our net sales" included in Part I, Item 1A (Risk Factors) of this Annual Report.

Cybersecurity Governance and Oversight

The Audit Committee of the Company’s Board of Directors provides direct oversight over cybersecurity risk. The Audit Committee receives and provides feedback on quarterly updates from management regarding cybersecurity and is notified between such updates regarding new cybersecurity threats or incidents. Information presented at the quarterly updates includes any emerging risks or key topics and includes training initiatives, the status of projects to strengthen cybersecurity, cyber readiness, incident tracking, mitigation efforts and response plans. The full Board of Directors receives regular reports from the Audit Committee, as well as an annual report from management highlighting key aspects of our cybersecurity risk management activities and the emerging threat landscape.

The Company has a Chief Information Security Officer (the “CISO”) whose team (the “IT Security Team”) is responsible for leading company-wide cybersecurity strategy, policy, standards and processes and works across all areas of the Company to protect the Company and its employees and customers against cybersecurity risks, perform investigations and respond to cybersecurity incidents. The CISO reports to the Chief Technology Officer ("CTO") who is also actively involved with assessing and managing cybersecurity risks. The CISO and the CTO are responsible for the quarterly updates to the Audit Committee regarding cybersecurity. The CISO has 28 years of experience in the IT field, with ten of those years in cybersecurity. The IT Security Team has a combined experience of 42 years and two members of the IT Security Team have obtained their Certified Ethical Hacker certifications. The CTO has over 34 years of experience in the IT field with a broad understanding of e-commerce and customer facing technologies.

In an effort to prevent and detect cyber threats, the Company provides all employees with cybersecurity prevention training, which covers timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use and mobile security, and educates employees on the importance of reporting all incidents immediately.

20


Item 2. Properties.

As of February 23, 2021,26, 2024, we operated 410437 stores located in 47 states, with oneno new store opening and one closingopenings or closings since December 31, 2020.2023. The table below sets forth the locations (alphabetically by state) of our 410 stores in operation as of February 23, 2021.:

State

    

Stores

    

State

    

Stores

    

State

    

Stores

    

State 

    

Stores

Alabama

6

Iowa

3

Nebraska

2

Rhode Island

1

Arizona

6

Kansas

3

Nevada

3

South Carolina

10

Arkansas

3

Kentucky

5

New Hampshire

5

South Dakota

1

California

42

Louisiana

6

New Jersey

14

Tennessee

7

Colorado

10

Maine

3

New Mexico

1

Texas

29

Connecticut

7

Maryland

9

New York

20

Utah

3

Delaware

4

Massachusetts

9

North Carolina

16

Vermont

1

Florida

31

Michigan

12

North Dakota

1

Virginia

16

Georgia

11

Minnesota

7

Ohio

15

Washington

9

Idaho

2

Mississippi

3

Oklahoma

3

West Virginia

4

Illinois

15

Missouri

7

Oregon

9

Wisconsin

6

Indiana

9

Montana

1

Pennsylvania

20

State

Stores

 

State

Stores

 

State

Stores

 

State

Stores

Alabama

7

 

Iowa

3

 

Nebraska

2

 

Rhode Island

1

Arizona

7

 

Kansas

2

 

Nevada

3

 

South Carolina

10

Arkansas

3

 

Kentucky

5

 

New Hampshire

6

 

South Dakota

1

California

41

 

Louisiana

6

 

New Jersey

15

 

Tennessee

9

Colorado

10

 

Maine

3

 

New Mexico

1

 

Texas

31

Connecticut

7

 

Maryland

9

 

New York

22

 

Utah

3

Delaware

4

 

Massachusetts

12

 

North Carolina

18

 

Vermont

1

Florida

33

 

Michigan

13

 

North Dakota

1

 

Virginia

17

Georgia

13

 

Minnesota

7

 

Ohio

15

 

Washington

11

Idaho

2

 

Mississippi

4

 

Oklahoma

3

 

West Virginia

5

Illinois

15

 

Missouri

8

 

Oregon

9

 

Wisconsin

8

Indiana

9

 

Montana

1

 

Pennsylvania

21

 

 

 

We lease all of our stores as well as our corporate headquarters, which is located in Richmond, Virginia. The corporate headquarters location is approximately 53,000 square feet. We currently lease space near the headquarters location as a satellite office for various administrative functions.

In addition, we own a one million square foot distribution center on approximately 100 acres of land in Henrico County, Virginia, near Richmond. We lease a 504,016approximately 950,000 square foot facilityfeet at facilities located in Pomona, California and Dallas, Texas, which, along with our facility in Virginia, serve as our primary distribution facilities.

We believe that our existing properties are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, or upon expiration of our current leases, we believe that suitable space will be available on commercially reasonable terms.

Item 3. Legal Proceedings.

Information with respect to this item may be found in Note 10, “Commitments and Contingencies”, to the consolidated financial statements in Item 8 of Part II, which is incorporated herein by reference.

20

Item 4. Mine Safety Disclosures.

None.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock trades on the New York Stock Exchange (“NYSE”) under the trading symbol “LL.” We are authorized to issue up to 35,000,000 shares of common stock, par value $0.001. Total shares of common stock outstanding aton February 23, 202128, 2024 were 28,910,57930,839,051, and we had sixfive stockholders of record.

Issuer Purchases21


Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchase of Equity Securities.

The following table presents our share repurchase activity for the quarter ended December 31, 20202023 (dollars in thousands, except per share amounts):

Total Number

Maximum Dollar Value

of Shares

of Shares That May Yet

Purchased as

Be Purchased as

Total Number

Average

Part of Publicly

Part of Publicly

of Shares

Price Paid

Announced 

Announced

Period

Purchased1

Per Share1

Programs2

Programs2

October 1, 2020 to October 31, 2020

November 1, 2020 to November 30, 2020

December 1, 2020 to December 31, 2020

Total

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum Dollar Value

 

 

 

 

 

 

 

 

 

of Shares

 

 

of Shares That May Yet

 

 

 

 

 

 

 

 

 

Purchased as

 

 

Be Purchased as

 

 

 

Total Number

 

 

Average

 

 

Part of Publicly

 

 

Part of Publicly

 

 

 

of Shares

 

 

Price Paid

 

 

Announced

 

 

Announced

 

Period

 

Purchased2

 

 

Per Share2

 

 

Programs

 

 

Programs1

 

October 1, 2023 to October 31, 2023

 

 

 

 

 

-

 

 

 

 

 

 

43,000

 

November 1, 2023 to November 30, 2023

 

 

2,652

 

 

 

3.43

 

 

 

 

 

 

43,000

 

December 1, 2023 to December 31, 2023

 

 

147

 

 

 

3.96

 

 

 

 

 

 

43,000

 

Total

 

 

2,799

 

 

$

3.46

 

 

 

 

 

$

43,000

 

1      We repurchased 5,653 In February 2012, the Company’s board of directors adopted an authorization for the repurchase of up to a total of $50.0 million of the Company’s common stock, which it increased by $50.0 million in each of November 2012 and January 2014. As of February 2022, the Company had purchased approximately $135.3 million common stock with $14.7 million remaining under this authorization, and the board of directors further increased this authority by an additional $35.3 million for a total authorization to repurchase up to $50.0 million of the Company’s common stock on the open market or in private transactions. As of December 31, 2023, there remains $43.0 million outstanding under the share repurchase authorization, which does not have an expiration date. The Company did not repurchase any shares under the authorization during the three and twelve months ended December 31, 2023.

2 The table above reflects repurchases of 2,799 shares of our common stock, at an average price of $26.50,$3.46, in connection with the net settlement of shares issued as a result of the vesting of restricted shares during the quarter ended December 31, 2020.2023.

Dividend Policy

We have never paid any dividends on our common stock and do not expect to pay them in the near future.

Securities Authorized for Issuance under Equity Compensation Plans

See Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under our equity compensation plans.

22


Performance Graph

The following graph compares the performance of our common stock during the period beginning December 31, 20152018 through December 31, 2020,2023, to that of the total return index for the NYSE Composite and a Custom Peer Group whose members are listed belowS&P Retail Select Industry Index assuming an investment of $100 on December 31, 2015. In calculating total annual stockholder return, reinvestment of dividends, if any, is assumed. The indices are included for comparative2018.

img215780203_1.jpg 

 

 

12/31/2018

 

 

12/31/2019

 

 

12/31/2020

 

 

12/31/2021

 

 

12/31/2022

 

 

12/31/2023

 

LL Flooring Holdings, Inc.

 

 

100.00

 

 

 

102.63

 

 

 

322.90

 

 

 

179.31

 

 

 

59.03

 

 

 

40.97

 

NYSE Composite

 

 

100.00

 

 

 

122.32

 

 

 

127.70

 

 

 

150.90

 

 

 

133.50

 

 

 

148.17

 

S&P Retail Select Industry Index1

 

 

100.00

 

 

 

112.09

 

 

 

157.02

 

 

 

222.62

 

 

 

150.10

 

 

 

179.50

 

21

1

purpose only. They do not necessarily reflect management’s opinion that such indices are an appropriate measureEffective December 31, 2022, LL Flooring has elected to use the S&P Retail Select Industry Index as its Published Industry Index in lieu of the relative performance of our common stock.

Graphic

    

12/31/2015

    

12/31/2016

    

12/31/2017

    

12/31/2018

    

12/31/2019

    

12/31/2020

Lumber Liquidators Holdings, Inc.

 

100.00

 

90.67

 

180.82

 

54.84

 

56.28

 

177.08

NYSE Composite

 

100.00

 

112.08

 

133.26

 

121.54

 

152.83

 

163.51

Peer Group1

 

100.00

 

101.58

 

143.71

 

135.61

 

181.31

 

233.10

1The Peer Group consists of industry competitors and other retailers of a similar size to the Company. They include: The Home Depot, Inc., Lowe’s Companies, Inc., Floor & Décor Holdings, Inc., Tile Shop Holdings, Inc., The Sherwin-Williams Company, Pier 1 Imports, Inc., Vitamin Shoppe, Inc., Hibbett Sports, Inc. and Haverty Furniture Companies, Inc. Pier 1 Imports, Inc. was de-listed by the Securities and Exchange Commissionutilized in March 2020, and is therefore only included within the peer group data above through December 31, 2019.prior years.

Item 6. [Reserved].

None.

22

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Lumber Liquidators (“LL Flooring” or “Company”)Flooring is one of North America’sthe leading specialty retailers of hard-surface flooring in the U.S. with 410437 stores as of December 31, 2020. We seek2023. Our Company seeks to offer the best customer experience online and in stores, with more than 400500 varieties of hard-surfacehard and soft-surface floors featuring a range of quality styles and on-trend designs. Our online tools also help empower customers to find the right solution for the space they’ve envisioned. Our extensive selection includes water-resistantwaterproof 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. In addition, the Company also began offering carpet during 2023, with 84 store locations offering carpet as of the end of the fourth quarter and plan to rollout carpet to a majority of ours stores by the end of 2024. Our stores are staffed with flooring experts who provide advice, proPro partnership services, and installation options for all of LL Flooring’sour products, the majority of which isare in stock and ready for delivery. We offer delivery and in-home installation services through third-party independent contractors for customers who purchase our floors.

Our vision is to be the customer’scustomers' first choice in hard-surfacehard and soft surface flooring by providing the best experience, from start to finish. We offer a wide selection of high-quality, stocked products and the accessible flooring expertise and high-touch service of a local store, combined with the scale, omni-channelvalue, omnichannel convenience and value

23


product availability of a national chain.brand. We plan to leverage this advantage to differentiate ourselves in the highly fragmented flooring market.We launched our new digital platform, LLFlooring.com, in December 2020. This mobile-friendly site features inspirational content, highlights our digital tools like Picture It! and Floor Finder and promotes our services such as installation, free flooring samples and delivery.

To supplement the financial measures prepared in accordance with GAAP, we useU.S. generally accepted accounting principles (GAAP), the Company uses the following non-GAAP financial measures: (i) Adjusted Gross Profit; (ii) Adjusted Gross Margin; (iii) Adjusted SG&A; (iv) Adjusted SG&A as a percentagePercentage of sales;Net Sales; (v) Adjusted Operating (Loss) Income; (vi) Adjusted Operating Margin; (vii) Adjusted EarningsOther Expense; (viii) Adjusted Other Expense as a Percentage of Net Sales; (ix) Adjusted (Loss) Earnings; and (viii)(x) Adjusted (Loss) Earnings per Diluted Share. TheThese 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 management and analysts use thesewe believe the non-GAAP financial measures provide useful information to evaluatemanagement 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 and/or to address questions it receives. Therefore, we believe that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors.compensation. The presented non-GAAP financial measures exclude items that management does not believe reflect our core operating performance, which include regulatory and legal settlementsincremental costs of sales and associated legal costs related to disruptions to supply chain and operating costs,other trade regulations and changes in antidumping and countervailing duties, from prior periods, as such items are outside of our control or due to their inherent unusual, non-operating, unpredictable, non-recurring,non-routine, or non-cash nature.

Reconciliations of these non-GAAP financial measures are provided on the pages that follow (certain numbers may not sum due to rounding).

Executive Summary

Fiscal 2020 was a dynamic and challenging year

Executive Summary

We continue to navigate uncertainty in the macroeconomic environment due to low consumer confidence, inflation, an elevated interest and mortgage rate environment and lower existing home sales. Despite external headwinds, we remain confident in our ability to deliver the uncertainties aroundhigh-touch service of an independent flooring retailer combined with the COVID-19 pandemic. Despite COVID-19,value, assortment, and convenience of a national brand.

Our results for the fourth quarter 2023 continued to be negatively impacted by the macroeconomic environment, as well as internal challenges that we were ableare focused on as we execute against our strategic initiatives. To that end, we remain committed and continue to progressexecute on our brand transformation plan to elevatestrategy and our five strategic initiatives, which include: growing our Pro business; driving customer engagement through our CRM system; increasing our brand awareness; driving product innovation and the experience for allexpansion of our customers which positioned us to take advantage ofcarpet; and ensuring a robust home improvement spending environment in the second half of the year. Our transformation plan includes the four strategic pillars of people and culture, improving theconsistent customer experience driving traffic and transactions inacross all our stores and online,our omnichannel network. We believe each initiative will improve sales productivity and improving profitability.profitability long term.

First, we are focusing investments on our top growth priorities to drive sales, including further harnessing the capabilities of our CRM system which now implemented creates repeatable daily ongoing retail processes that will generate more sales opportunities, expanding our carpet offering across our store portfolio, and delivering exceptional service to the Pro customer.

HighlightsWe continue enhancing our omnichannel brand campaign as we continue to focus on growing our brand awareness. Further, we believe brands that are innovating and creating new products will win in the long term, and we continuously build on the strengths of our merchandising and sourcing teams to enhance our product offerings.

We remain focused on identifying further efficiencies and further improving our inventory management practices to yield continued improvements in our overall working capital. We regularly review our store portfolio for profitability and cash flow, which resulted in the decision to close 8 underperforming stores in 2023. The Company incurred approximately $2.0 million in expense to close these stores for the year ended December 31, 2020 were as follows:2023 related to lease, property and equipment, and inventory write-downs, employee termination benefits, and accelerated depreciation of property and equipment.

Net sales increased $5.1 million, or 0.5%, to $1,098 million in 2020 from $1,093 million in 2019, which includes a $10 million increase in non-comparable store net sales partially offset by a decrease of $5.3 million, or 0.5%, in comparable store net sales. Following a 20% decrease in net sales in the second quarter due to the impact of COVID-19, the Company recovered to deliver a strong second-half performance. For the full year, net merchandise sales increased 2% while net services sales (install and freight) decreased 10% over the prior year. The Company closed nine net stores in 2020, and as of December 31, 2020, operated 410 stores.

Since we initiated a strategic review of our cost structure in 2022, we have achieved realized savings of $13.3 million since inception, with approximately $12.0 million for the year ended December 31, 2023. We continue to prudently manage expenses and focus on aligning our cost structure with our current rate of sales to preserve profitability.

Vinyl Update

In February 2023, U.S. Customs and Border Protection ("CBP") added aluminum and polyvinyl chloride ("PVC") to a list of categories including cotton, tomatoes and polysilicon for which CBP has the ability to request additional documentation from importers under the Uyghur Forced Labor Prevention Act ("UFLPA").

During 2023, CBP requested additional documentation with respect to the UFLPA for some shipments of vinyl flooring originating from Asia. We require our vendors to follow our strict guidelines on responsible sourcing, obtain periodic certifications from them concerning compliance with these standards, and perform audit procedures of their supply chain documentation. However, we determined it was most cost effective to return the majority of the product that had been detained by CBP to the affected vendors.

2324


Gross profit of $428 million in 2020 increased $24 million from 2019 and, as a percent of sales, gross margin in 2020 increased to 39.0% from 36.9% in 2019. Both 2020 and 2019 were impacted by the net of anti-dumping and countervailing duty rate changes. Additionally, 2020 included costs related to Canadian and US store closures. When excluding items in the table that follows in Results of Operations, Adjusted Gross Profit (a non-GAAP measure) of $426 million in 2020 increased $22 million versus 2019 and Adjusted Gross Margin (a non-GAAP measure) in 2020 increased to 38.8% from 37.0% in 2019. This 180-basis point improvement in adjusted gross margin was due primarily to merchandising sourcing and cost-out efforts, and selective retail price increases.

Selling, general and administrative (“SG&A”)During the twelve months ended December 31, 2023, we incurred $6.3 million of incremental expenses related to the UFLPA, which included demurrage, storage, transportation, and legal expenses.of $371 million in 2020 decreased $16 million from 2019, and as a percentage of net sales, SG&A decreased to 33.8% in 2020, compared to 35.4% in 2019. When excluding items in the table that follows in Results of Operations, Adjusted SG&A (a non-GAAP measure) of $363 million in 2020 decreased $17 million from 2019 and, as a percentage of net sales (a non-GAAP measure), was 33.0% in 2020, a decrease of 170 basis points from 34.7% in 2019. The decrease in adjusted SG&A was primarily due to lower advertising expense as the Company reduced its promotional cadence in response to COVID-19 and then optimized its marketing efforts, pivoting towards more efficient digital channels, as well as $2.5 million from the final settlement in 2020 of the business interruption insurance claim related to the August 2019 network security incident and lower travel and entertainment expense. These savings were partially offset by higher bonus and commission reflecting the Company’s strong financial performance, and higher benefits expense.

Operating income was $56 million in 2020, compared to operating income of $17 million in 2019. When excluding items in the table that follows in Results of Operations, Adjusted Operating Income (a non-GAAP measure) was $64 million and Adjusted Operating Margin (a non-GAAP measure) was 5.8% in 2020, compared to $25 million, or 2.3%, in 2019. The primary driver of the increase was the Company’s execution on its profitability initiatives, which increased adjusted gross margin and reduced advertising expense.

The Company had other expense of $2.6 million and $3.8 million for the years ended December 31, 2020 and 2019, respectively. The expense in both years primarily reflected interest on borrowings on our Credit Agreement. The expense in 2020 was partially offset by a favorable adjustment of $1.1 million for the reversal of interest expense associated with anti-dumping and countervailing duty rate changes.

Income tax benefit was $7.8 million in 2020 compared to income tax expense of $3.3 million in 2019. 2020 included the partial release of $20 million of valuation allowance on deferred tax assets.

Net income was $61 million, or $2.10 per diluted share, in 2020 compared to net income of $9.7 million, or $0.34 per diluted share, in 2019.

Earnings per diluted share was $2.10 for 2020 versus $0.34 in 2019. 2020 Adjusted Earnings Per Diluted Share (a non-GAAP measure) increased $1.74 to $2.28 compared to $0.54 for 2019.

Other Items

Impact of COVID-19 Pandemic

In March 2020,We mitigated the World Health Organization announceddisruptions by featuring alternative products in our current assortment and leveraging our sourcing capabilities to look at alternative flooring categories and sourcing geographies. We rebuilt stock keeping units ("SKUs") in the vinyl category and returned to normal levels of inventory in that infectionscategory by the end of COVID-19 had become2023. While we work to mitigate the associated risks of sourcing vinyl flooring from importers subject to UFLPA, we expect to recover some of the costs incurred to date from them.

Despite our robust compliance program and mitigation efforts, it is possible that future shipments of vinyl flooring could be impacted by UFLPA holds. We are unable to predict whether other product shipments will be impacted in the future and, whether this issue could have further material impacts on sales and margins as we progress throughout 2024. See "Risk Factors – The Company and third-party suppliers on whom we rely source a pandemic andsignificant portion of the U.S. President announced a National Emergency relatingmerchandise we sell from Asia, which exposes us to the COVID-19 pandemic. Starting asrisk of the weeksupply chain disruptions" in Item 1A of March 22, 2020 the Company closed as many as 56 stores for a period of time while all other stores operated under reduced hours and/or warehouse only conditions, offering curbside pickup and job site delivery for our Pro and DIY customers. During the third and fourth quarters of 2020 the Company’s stores remained open except for temporary closures necessitated by local market conditions. Net sales for the first half of 2020 were substantially impacted in a negative way by COVID-19 due to the store closures and general uncertainty. The progress on the Company’sthis report.

25

24


transformation planDespite these near-term challenges, we are confident the long-term fundamentals of our business are strong, and awe remain focused on our strategy to deliver long-term growth driven by our five pillars: healthy consumer demand for home improvement projects during

Growing our Pro business,
Driving customer engagement through our CRM system,
Increasing our brand awareness,
Driving product innovation and the second halfexpansion of 2020 mostly offset the impactcarpet, and
Ensuring a consistent customer experience,

We believe we are successfully gaining traction on several of COVID-19our operating strategies, which gives us confidence in achieving long-term sustainable growth. In particular, we are very excited about our Pro strategy and continued product innovation. We remain focused on the first half of 2020.executing more consistently against our growth strategies while continuing to work on aligning our cost structure.

Impact of Macroeconomic Environment

We continue to navigate uncertainty in the macroeconomic environment due to low consumer confidence, inflation, volatile mortgage rates impacting housing affordability and lower existing home sales. The Company will continue to monitor the competitive pricing environment to inform its pricing and promotion strategies.

Section 301 Tariffs

The Company’s financial statements have been impacted by Section 301 tariffs on certain products imported from China in recent years. A subset of these imports for certain click vinyl and other engineered products (the “Subset Products”) received an exemption that was made retroactive toThe tariffs flow through the beginning ofincome statement as the Section 301 Tariffs for a period of time.product is sold. The Company has deployed strategies to mitigate tariffs and improve gross margin, includingprimarily through adjusting its pricing and promotion strategies and alternative country sourcing, partnering with current vendors to lower costs and introduce new products, and adjusting its pricing. The following chart provides a timeline and tariff levels forsourcing. During the key events relatedfiscal year ended December 31, 2023, the Company reduced the percentage of merchandise receipts subject to Section 301 Tariffs.tariffs to 11% from 14% for the fiscal year ended December 31, 2022.

Section 301 tariff

Corresponding approximate

Event

Timing

level on imports

Tariff level on

percentage of Company's

from China

Subset Products

merchandise subject to tariff

Imposition of Tariffs

September 2018

10%

10% then 0%1

48%

Increase in Tariffs

June 2019

25%

25% then 0%1

44%

Retroactive Exemption on Subset Products1

November 2019

25%

0%

10%

Exemption Not Renewed and Tariffs Re-imposed on Subset Products

August 2020

25%

25%

32%

December 31, 2020

25%

25%

34%

1On November 7, 2019,As discussed in Item 8, Note 10 to the consolidated financial statements, the U.S. Trade Representative granted a retroactive exclusion to September 2018 on Subset Products as defined in the Section 301 Tariffs section above bringing the rate to 0%.

The Company recorded a benefit of approximately $13 million of gross profit and $11 million of operating income in the fourth quarter of 2019 as a result of the retroactive exclusion of these tariffs, which did not repeat in the fourth quarter of 2020.

During the fourth quarter of 2020, the August reinstatement of tariffs began to flow through the income statement as these products were sold. This impact was partially offset by the Company’s mitigation strategies.

The future impact of the reinstatement of tariffs is dependent on several factors including: 1) ongoing Company mitigation efforts for which the outcome is uncertain, 2) inventory turnover rates which were affected by COVID-19 in 2020, and 3) behavior of consumers and competitors as prices for products adjust based on supply/demand and as consumer preferences shift among product categories impacting both product sourcing and inventory turnover. It is still too earlyunable to predict the timing or outcome of such measures adoptedthe ruling by the Company.USTR and/or CIT. If these appeals are successful, the Company should qualify for refunds on these Section 301 tariffs.

Canadian and US Store Closure Costs

During the third quarter of 2020, the Company conducted a comprehensive review of its real estate portfolio. Following the conclusion of this review, the Company made the decision to close its Canadian operations, including all eight stores in Canada, and six underperforming US locations by the end of 2020. The Company will continue to monitor store performance on an ongoing basis. The Company incurred expense of $3.8 million to close these stores in the second half of 2020. All 14 stores were closed by year end although certain clean-up activities will not be fully completed until early in 2021.

Network Security Incident

In August 2019, the Company experienced a network security incident caused by malware that prevented access to several of the Company’s information technology systems and data. Stores remained open and operating throughout

25

the incident, but the Company utilized manual back-up processes for approximately six days. The Company estimated the disruption caused by the event negatively impacted total revenue for the third quarter of 2019 in the range of approximately $6 million to $8 million with an attendant reduction in gross margin. The Company maintains cybersecurity and other insurance coverage and received an initial recovery from insurance in excess of $2 million in 2019. As of December 31, 2019, the Company recorded approximately $0.8 million as a receivable related to further anticipated insurance recovery. The receivable did not include any potential business interruption recovery or voluntary gains. It was recorded in “Other Current Assets” on the Consolidated Balance Sheet as of December 31, 2019 and was collected during 2020. In 2020 the Company recorded $2.5 million from the final settlement of the business interruption insurance claim in SG&A during the third quarter of 2020.

Working Capital and Liquidity

As of December 31, 2020, the Company had liquidity of $214 million, consisting of excess availability under its Credit Agreement of $44 million, and cash and cash equivalents of $170 million. This represents an increase in liquidity of $103 million from December 31, 2019. As of December 31, 2019, the Company had $111 million in liquidity, comprised of $9 million of cash and $102 million in availability under the Credit Agreement. In addition, the Company’s debt balance as of December 31, 2020 was $101 million, unchanged since amending the Credit Agreement on April 17, 2020, and up $19 million from December 31, 2019. The increase in liquidity at December 31, 2020 from the year earlier was driven by improved operating performance along with disciplined working capital management. The working capital benefit included a 15% reduction in inventory due to strong sales and supply chain disruptions, collection of tariff receivables, growth in customer deposits, and higher accounts payable. The accounts payable balance was higher at the end of 2020 due to the increased in-transit inventory and extended payment terms with vendors and other service providers. In 2021, we expect inventory to return to the $270-$290 million range and other working capital accounts like customer deposits to return to more traditional levels. We also expect to maintain cash balances higher than we have historically carried until the uncertainty surrounding COVID-19 eases.

26

Results of Operations

We believe the selected sales data, the percentage relationship between Net Sales and major categories in the Consolidated Statements of Operations and the percentage change in the dollar amounts of each of the items presented below are important in evaluating the performance of our business operations.

% Increase (Decrease)

% of Net Sales

in Dollar Amounts

Year Ended December 31, 

2020

    

2020

    

2019

    

vs. 2019

Net Sales

Net Merchandise Sales

88.8

%  

87.5

%  

2.0

%  

Net Services Sales

11.2

%  

12.5

%  

(10.0)

%  

Total Net Sales

100.0

%  

100.0

%  

0.5

%  

Gross Profit

39.0

%  

36.9

%  

6.0

%  

Selling, General, and Administrative Expenses

33.8

%  

35.4

%  

(4.0)

%  

Operating Income

5.1

%  

1.5

%  

236.7

%  

Other Expense

0.2

%  

0.3

%  

(29.8)

%  

Income Before Income Taxes

4.9

%  

1.2

%  

314.1

%  

Income Tax Expense

(0.7)

%  

0.3

%  

NM

Net Income

5.6

%  

0.9

%  

535.7

%  

SELECTED SALES DATA

Average Sale1

$

1,343

$

1,379

(2.6)

%  

Average Retail Price per Unit Sold Increase 2

 

0.3

%  

 

0.2

%  

  

 

Comparable Store Sales Decrease3

 

(0.5)

%  

 

(1.0)

%  

 

Customers Invoiced Increase (Decrease)4

2.1

%  

(2.8)

%  

Number of Stores Open, end of period

 

410

 

419

  

 

Number of Stores Opened (Closed) in Period, net

 

(9)

 

11

  

 

Number of Stores Relocated in Period5

 

1

 

3

  

 

 

 

 

 

 

 

 

 

% (Decrease)
Increase

 

 

 

% of Net Sales

 

 

in Dollar
Amounts

 

 

 

Year Ended December 31,

 

 

2023

 

 

 

2023

 

 

2022

 

 

vs. 2022

 

Net Sales

 

 

 

 

 

 

 

 

 

Net Merchandise Sales

 

 

86.1

%

 

 

86.2

%

 

 

(18.6

)%

Net Services Sales

 

 

13.9

%

 

 

13.8

%

 

 

(17.9

)%

Total Net Sales

 

 

100.0

%

 

 

100.0

%

 

 

(18.5

)%

Gross Profit

 

 

35.7

%

 

 

36.1

%

 

 

(19.6

)%

Selling, General and Administrative Expenses

 

 

44.6

%

 

 

37.2

%

 

 

(2.3

)%

Operating Loss

 

 

(8.9

)%

 

 

(1.1

)%

 

 

589.2

%

Other Expense

 

 

1.0

%

 

 

0.1

%

 

 

412.5

%

Loss Before Income Taxes

 

 

(9.9

)%

 

 

(1.2

)%

 

 

565.5

%

Income Tax (Benefit) Expense

 

 

1.5

%

 

 

(0.1

)%

 

 

(1019.8

)%

Net Loss and Comprehensive Loss

 

 

(11.4

)%

 

 

(1.1

)%

 

 

756.7

%

26


 

 

 

 

 

 

 

 

% Increase
(Decrease)

 

 

 

 

 

 

in Dollar
Amounts

 

 

 

Year Ended December 31,

 

 

2023

 

 

 

2023

 

 

2022

 

 

vs. 2022

 

SELECTED SALES DATA

 

 

 

 

 

 

 

 

 

Average Sale1

 

$

1,809

 

 

$

1,806

 

 

 

0.2

%

Comparable Store Net Sales Decrease2

 

 

(19.6

)%

 

 

(5.8

)%

 

 

 

Transaction Count Decrease3

 

 

(19.8

)%

 

 

(21.1

)%

 

 

 

Average Retail Price per Unit Sold Increase4

 

 

2.5

%

 

 

11.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Number of Stores Open, end of period

 

 

437

 

 

 

442

 

 

 

 

Number of Stores Opened (Closed) in Period, net

 

 

(5

)

 

 

18

 

 

 

 

Number of Stores Relocated in Period5

 

 

 

 

 

4

 

 

 

 

1
Average sale is defined as the average invoiced sales order, measured quarterly, excluding returns as well as transactions under $100 (which are generally sample orders or add-on/accessories to existing orders).
2

2

A store is generally considered comparable on the first day of the thirteenth full calendar month after opening.
3
Transaction count is calculated by applying the average sale to total net sales at comparable stores.
4
Average retail price per unit (square feet for flooring and other units of measures for moldings and accessories) sold is calculated on a total company basis and excludes non-merchandise revenue.

3      A store is generally considered comparable on the first day of the thirteenth full calendar month after opening.

4      Change in number of customers invoiced is calculated by applying the average sale to total net sales at comparable stores.

5
A relocated store remains a comparable store as long as it is relocated within the primary trade areaarea.

.

A detailed discussion of the 20202023 year-over-year changes can be found below and should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this report. A detailed discussion of the 20192022 year-over-year changes can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Form 10-K filed on February 25, 2020.March 1, 2023.

Net Sales

Net sales increased $5.1decreased $205.9 million, or 0.5%18.5%, to $1,098$904.7 million in 20202023 from $1,093$1,110.7 million in 2019, which includes a $10.4 million increase in non-comparable2022. Comparable store net sales partially offset by a decrease of $5.3 million, or 0.5%,decreased 19.6% primarily attributable to lower transaction counts and average ticket size in comparable store net sales. Following a 20% decrease inboth Pro and Consumer customer channels. During 2023, Pro net sales were $367.7, down $55.5 million from 2022 and Consumer net sales were $544.1, down $150.4 million, respectively. The decline in both cases were driven by the second quartercontinued headwinds from the difficult macroeconomic environment and ongoing brand awareness challenges.

Gross Profit

Gross profit of $322.7 million in 2023 decreased $78.5 million from 2022 and gross margin in 2023 decreased to 35.7% from 36.1% in 2022. Fiscal year 2023 was impacted by unfavorable antidumping and countervailing duty rate changes, resulting in an adjustment of $10.8 million in 2023, compared to an unfavorable adjustment of $0.4 million in 2022. In addition, of the total $6.3 million in incremental vinyl product costs related to the UFLPA incurred during the twelve months ended December 31, 2023, $5.4 million was attributable to demurrage, storage, and transportation costs. When excluding those adjustments, adjusted gross profit (a non-GAAP measure) of $338.9 million in 2023 decreased $62.6 million versus 2022 and adjusted gross margin (a non-GAAP measure) in 2023 increased to 37.5% from 36.1% in 2022. The increase in adjusted gross margin in 2023 was due primarily to a favorable change of approximately 115 basis points due to lower tariff costs associated with alternative country/vendor sourcing strategies.

 

Year Ended December 31,

 

 

2023

 

 

2022

 

 

$

 

 

% of Sales

 

 

$

 

 

% of Sales

 

 

(in thousands, except percentage data)

 

Gross Profit/Margin, as reported (GAAP)

$

322,713

 

 

 

35.7

%

 

$

401,163

 

 

 

36.1

%

 

 

 

 

 

 

 

 

 

 

 

Vinyl Charges1

 

5,426

 

 

 

0.6

%

 

 

 

 

 

%

Antidumping and Countervailing Adjustments2

 

10,809

 

 

 

1.2

%

 

 

413

 

 

 

0.0

%

Adjustment Items Subtotal

 

16,235

 

 

 

1.8

%

 

 

413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Gross Profit/Margin (non-GAAP measures)

$

338,948

 

 

 

37.5

%

 

$

401,576

 

 

 

36.1

%

1
This amount represents costs related to CBP detention on flooring products that contain PVC as a consequence of the impact of COVID-19, the Company recovered to deliver a strong second-half performance. For the full year, comparable storeUFLPA.

27

27


sales slightly declined due to a decrease in average ticket2

This amount represents net antidumping and countervailing (income)/expense associated with applicable prior-year shipments of 2.6% driven by the lower attachment of installation mostly offset by a 2.1% increase in customers invoiced. Net merchandise sales increased 2%. By major category, manufactured products grew from 41% of sales in 2019 to 46% of sales in 2020, partially offset by a decline in solid and engineered hardwood products. The vinyl sub-category within manufactured products continues to drive growth due to its outstanding aesthetics, high resilience, and water-resistant characteristics. Net services sales (install and freight) decreased 10% over the prior year as the second quarter was impacted by customers’ willingness to have contractors enter their home. The Company closed nine net stores in 2020, and as of December 31, 2020, operated 410 stores.

from China.

Gross Profit

Gross profit of $428 million in 2020 increased $24 million from 2019 and, as a percent of sales, gross margin in 2020 increased to 39.0% from 36.9% in 2019. Both years were impacted by the net of anti-dumping and countervailing duty rate changes, with a favorable adjustment of $2.2 million in 2020 and an unfavorable adjustment of $1.1 million in 2019. Additionally, 2020 included costs related to Canadian and US store closures and 2019 included favorable classification adjustments related to Harmonized Tariff Schedule (“HTS”) duty categorization. When excluding those items in the table that follows, Adjusted Gross Profit (a non-GAAP measure) of $426 million in 2020 increased $22 million versus 2019 and Adjusted Gross Margin (a non-GAAP measure) in 2020 increased to 38.8% from 37.0% in 2019. This 180-basis point improvement in adjusted gross margin was due primarily to merchandising sourcing and cost-out efforts and, to a lesser extent, selective retail price increases. The growth of higher-margin manufactured products as a percent of sales from 2019 to 2020 also favorably impacted adjusted gross margin.

We believe that the following items set forth in the table below can distort the visibility of our ongoing

performance and that the evaluation of our financial performance can be enhanced by use of supplemental presentation of our results that exclude the impact of these items.

Year Ended December 31, 

 

2020

2019

    

% of Sales

    

    

% of Sales

(dollars in thousands) 1

Gross Profit/Margin, as reported (GAAP)

    

$

427,712

    

39.0

%  

$

403,686

    

36.9

%  

Antidumping Adjustments 2

 

(2,208)

 

(0.2)

%  

 

1,143

 

0.1

%  

HTS Classification Adjustments 3

%  

(779)

%  

Store Closure Costs 4

 

822

 

%  

 

 

%  

Sub-Total Items above

 

(1,386)

 

(0.2)

%  

 

364

 

0.1

%  

Adjusted Gross Profit/Margin (non-GAAP measures)

$

426,326

  

38.8

%  

$

404,050

  

37.0

%  

1Amounts may not sum due to rounding.
2Represents countervailing and antidumping expense associated with applicable prior-year shipments of engineered hardwood from China.
3Represents classification adjustments related to the HTS duty categorization in prior periods during the full year ended December 31, 2019.
4Represents the inventory write-offs related to the Canadian and U.S. store closures described more fully in Item 8. Note 11 to the consolidated financial statements.

Selling, General and Administrative Expenses

SG&A expenses of $371$403.5 million in 20202023 decreased $16$9.4 million from 2019, and2022. SG&A as a percentage of net sales SG&A decreased to 33.8% in 2020,of 44.6% increased 740 basis points compared to 35.4%last year. This decrease is primarily related to a $10.7 million savings in 2019.payroll expenses resulting from restructuring actions taken by management to optimize its cost structure as well as a $9.7 million non-cash charge for goodwill impairment taken in the prior year. These savings were offset primarily by an increase of $4.9 million in occupancy costs primarily related to the addition of a third distribution center, rents associated with new stores opened in 2022 and 2023, and renewals of existing leases at higher rental rates, as well as $3.8 million in higher professional services and IT spend associated with the rollout of our CRM, $1.5 million in equity compensation due to the higher forfeiture adjustments in 2022 related to the departure of certain individuals and an impairment charge of $1.3 million taken on certain store assets.

Adjusted SG&A (a non-GAAP measure) of $402.6 million in 2023 decreased $0.7 million from 2022. Adjusted SG&A as a percentage of sales (a non-GAAP measure) of 44.5% increased 820 basis points compared to last year.

During 2023, the Company redeemed $3.4 million of MDL and Gold vouchers and reduced the accrual for legal matters and settlements for the full amount, relieved inventory at its cost, and the remaining amount -- the gross margin for the items sold of $1.1 million was recorded as a reduction in SG&A expense.

 

Year Ended December 31,

 

 

2023

 

 

2022

 

 

$

 

 

% of Sales

 

 

$

 

 

% of Sales

 

 

(in thousands, except percentage data)

 

SG&A, as reported (GAAP)

$

403,499

 

 

 

44.6

%

 

$

412,885

 

 

 

37.2

%

 

 

 

 

 

 

 

 

 

 

 

Recovery from Legal Matters and Settlements1

 

 

 

 

%

 

 

(150

)

 

 

%

Legal and Professional Fees2

 

886

 

 

 

0.1

%

 

 

 

 

 

%

Goodwill Impairment Charge3

 

 

 

 

0.0

%

 

 

9,693

 

 

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

Adjusted SG&A (a non-GAAP measure)

$

402,613

 

 

 

44.5

%

 

$

403,342

 

 

 

36.3

%

1.
The 2022 amount represents insurance recovery related to the Gold Litigation recorded in the third quarter of 2022. This item is described more fully in Item 8, Note 10 to the consolidated financial statements filed in the December 31, 2022 10-K.
2.
This amount represents charges to earnings related to our defense of certain significant legal actions during the period. This does not include all legal costs incurred by the Company.
3.
This amount represents an impairment charge resulting from the Company's evaluation of goodwill during the fourth quarter of 2022. This item is described more fully in Item 8, Note 3 to the consolidated financial statements filed in the December 31, 2022 10-K.

Operating Loss and Operating Margin Loss

Operating loss was $80.8 million, or (8.9%) in 2023, compared to an operating loss of $11.7 million, or (1.1%) in 2022. The primary driver of the increase of 780 basis points in operating margin loss was due to the decline in Net Sales, and SG&A deleverage. When excluding items in the table that follows, Adjusted SG&Aadjusted operating loss (a non-GAAP measure) of $363was $63.7 million in 2020 decreased $17 million from 2019 and as a percentage of net salesadjusted operating margin loss (a non-GAAP measure), was 33.0%(7.0)% in 2020, a decrease2023, an increase of 170680 basis points from 34.7% in 2019.compared to last year. The primary driver of the decrease in adjusted operating margin was the decline in Net Sales, and SG&A was primarily due to lower advertising expense of $13 million as the Company reduced its promotional cadence in response to COVID-19 and then optimized its marketing efforts, pivoting toward more efficient digital channels, as well as $2.5 million from the final settlement of the business interruption insurance claim related to the August 2019 network security incident and lower travel and entertainment expense. These savings were partially offset by higher bonus and commission reflecting the Company’s strong financial performance, and higher benefits expense.deleverage.

28

28


 

Year Ended December 31,

 

 

2023

 

 

2022

 

 

$

 

 

% of Sales

 

 

$

 

 

% of Sales

 

 

(in thousands, except percentage data)

 

Operating Loss, as reported (GAAP)

$

(80,786

)

 

 

(8.9

)%

 

$

(11,722

)

 

 

(1.1

)%

 

 

 

 

 

 

 

 

 

 

 

Gross Profit/Margin Adjustment Items:

 

 

 

 

 

 

 

 

 

 

 

Vinyl Charges1

 

5,426

 

 

 

0.6

%

 

 

 

 

 

%

Antidumping and Countervailing Adjustments2

 

10,809

 

 

 

1.2

%

 

 

413

 

 

 

 

Gross Profit/Margin Adjustment Items Subtotal

 

16,235

 

 

 

1.8

%

 

 

413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A Adjustment Items:

 

 

 

 

 

 

 

 

 

 

 

Recovery from Legal Matters and Settlements3

 

 

 

 

%

 

 

(150

)

 

 

%

Legal and Professional Fees4

 

886

 

 

 

0.1

%

 

 

 

 

 

%

Goodwill Impairment Charge5

 

 

 

 

0.0

%

 

 

9,693

 

 

 

0.9

%

SG&A Adjustment Items Subtotal

 

886

 

 

 

0.1

%

 

 

9,543

 

 

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating Loss / Margin (a non-GAAP measure)

$

(63,665

)

 

 

(7.0

)%

 

$

(1,766

)

 

 

(0.2

)%

We believe

1
This amount represents costs related to CBP detention on flooring products that contain PVC as a consequence of the following items set forthUFLPA.
2
This amount represents net antidumping and countervailing (income)/expense associated with applicable prior-year shipments of engineered hardwood from China.
3
The 2022 amount represents insurance recovery related to the Gold Litigation recorded in the table below can distortthird quarter of 2022. This item is described more fully in Item 8, Note 10 to the visibilityconsolidated financial statements filed in the December 31, 2022 10-K.
4
This amount represents charges to earnings related to our defense of our ongoing

performance and thatcertain significant legal actions during the period. This does not include all legal costs incurred by the Company.

5
This amount represents an impairment charge resulting from the Company's evaluation of ourgoodwill during the fourth quarter of 2022. This item is described more fully in Item 8, Note 3 to the consolidated financial performance can be enhanced by use of supplemental presentation of our results that excludestatements filed in the impact of these items.

Year Ended December 31, 

2020

2019

    

  

    

% of Sales

    

    

% of Sales

(dollars in thousands) 5

SG&A, as reported (GAAP)

$

371,430

 

33.8

%  

$

386,970

 

35.4

%

Accrual for Legal Matters and Settlements 6

 

1,500

 

0.2

%  

 

3,475

 

0.3

%

Legal and Professional Fees 7

 

4,220

 

0.4

%  

 

4,169

 

0.4

%

Store Closure Costs 8

 

2,962

 

0.3

%  

 

 

%

Sub-Total Items above

 

8,682

 

0.9

%  

 

7,644

 

0.7

%

Adjusted SG&A (a non-GAAP measure)

$

362,748

 

33.0

%  

$

379,326

 

34.7

%

December 31, 2022 10-K.
5Amounts may not sum due to rounding.
6This amount represents expense of $2 million related to the Gold matter in the third quarter of 2020 partially offset by a $0.5 million insurance recovery in the second quarter of 2020 of legal fees related to certain significant legal action. 2019 reflects a $4.75 million expense for the Kramer employment case and $0.3 million for certain Related Laminate Matters partially offset by a $1.1 million insurance recovery of legal fees related to certain significant legal action. These matters are described more fully in Item 8. Note 10 to the consolidated financial statements.
7Represents charges to earnings related to our defense of certain significant legal actions during the period. This does not include all legal costs incurred by the Company.
8Represents the inventory write-offs related to Canadian and U.S. store closures described more fully in Item 8. Note 11 to the consolidated financial statements.

Operating Income and Operating Margin

Other Expense, Net

Operating income was $56

Other expense in 2023 of $9.3 million increased $7.5 compared to other expenses of $1.8 million in 2020, compared2022. The increase in other expense was primarily due to operating incomean unfavorable antidumping duty rate change which resulted in additional interest expense of $17$5.6 million in 2019. When excluding items induring 2023. Excluding this item (as shown on the table that follows, Adjusted Operating Incomefollows), adjusted other expense (a non-GAAP measure) was $64$3.7 million in 2023, which is an increase of $1.8 million compared to 2022 driven by interest expense on higher average debt balances under our Credit Agreement.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

 

$

 

 

% of Sales

 

 

$

 

 

% of Sales

 

 

 

(in thousands, except percentage data)

 

Other Expense, as reported (GAAP)

 

$

9,307

 

 

 

1.0

%

 

$

1,816

 

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Interest Impact Related to Antidumping and Countervailing Adjustments1

 

 

5,565

 

 

 

0.6

%

 

 

(148

)

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Other Expense/Adjusted Other Expense as a % of Sales (a non-GAAP measure)

 

$

3,742

 

 

 

0.4

%

 

$

1,964

 

 

 

0.2

%

1
This amount represents net antidumping and countervailing (income)/expense associated with applicable prior-year shipments of engineered hardwood from China.

Income Tax Expense

Our income tax expense for 2023 increased $14.9 million to $13.4 million compared to fiscal year 2022. This increase was primarily driven by a valuation allowance we recorded on our net deferred tax assets as we were in a consolidated cumulative three-year loss position, which offset the impact of lower pre-tax earnings during the period. For 2023, our effective tax rate of (14.9)% differed from the statutory federal income tax rate of 21% primarily due to the impact of the valuation allowance recorded during the year. For 2022, our effective tax rate of 10.8% differed from the statutory federal income tax rate of 21% primarily due to the impact of lower pre-tax earnings.

29


Diluted Earnings (Loss) per Share

Net loss was $103.5 million, or $3.59 per diluted share, in 2023 compared to net loss of $12.1 million, or $0.42 per diluted share, in 2022. Adjusted Operating Marginloss per diluted share (a non-GAAP measure) was 5.8% in 2020,$3.01 compared to $25 million, or 2.3%, in 2019. The primary driveradjusted loss per diluted share (a non-GAAP measure) of the increase was the Company’s execution on its transformation plan, which increased adjusted gross margin and reduced advertising expense.$0.17 for 2022.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands, except per share data)

 

Net Loss, as reported (GAAP)

 

$

(103,494

)

 

$

(12,081

)

Net Loss per Diluted Share (GAAP)

 

$

(3.59

)

 

$

(0.42

)

 

 

 

 

 

 

Gross Profit/Margin Adjustment Items:

 

 

 

 

 

 

Vinyl Charges1

 

 

5,426

 

 

 

 

Antidumping and Countervailing Adjustments2

 

 

10,809

 

 

 

413

 

Gross Profit/Margin Adjustment Items Subtotal

 

 

16,235

 

 

 

413

 

 

 

 

 

 

 

SG&A Adjustment Items:

 

 

 

 

 

 

Recovery from Legal Matters and Settlements3

 

 

 

 

 

(150

)

Legal and Professional Fees4

 

 

886

 

 

 

 

Goodwill Impairment Charge5

 

 

 

 

 

9,693

 

SG&A Adjustment Items Subtotal

 

 

886

 

 

 

9,543

 

 

 

 

 

 

 

Other Expense (Income) Adjustment Items:

 

 

 

 

 

 

Interest Impact Related to Antidumping and Countervailing Adjustment6

 

 

5,565

 

 

 

(148

)

Other Expense (Income) Adjustment Items Subtotal

 

 

5,565

 

 

 

(148

)

 

 

 

 

 

 

Income Tax Adjustment7

 

 

(5,830

)

 

 

(2,570

)

 

 

 

 

 

 

 

Adjusted Loss

 

$

(86,638

)

 

$

(4,843

)

Adjusted Loss per Diluted Share (a non-GAAP measure)

 

$

(3.01

)

 

$

(0.17

)

1,2,3,4,5,6

We believe that the following items set forth in the table below can distort the visibility of our ongoing

performance and that the evaluation of our financial performance can be enhanced by use of supplemental presentation of our results that exclude the impact of these items.

Year Ended December 31, 

    

2020

2019

    

% of Sales

    

    

% of Sales

(in thousands) 1

Operating Income, as reported (GAAP)

$

56,282

5.1

%

$

16,716

1.5

%

Gross Margin Items:

 

  

 

Antidumping Adjustments 2

 

(2,208)

(0.2)

%

 

1,143

0.1

%

HTS Classification Adjustments 3

%

 

(779)

%

Store Closure Costs 4

 

822

%

 

%

Gross Margin Subtotal

 

(1,386)

(0.2)

%

 

364

0.1

%

SG&A Items:

 

  

 

  

Accrual for Legal Matters and Settlements 6

 

1,500

0.2

%  

 

3,475

0.3

%  

Legal and Professional Fees 7

 

4,220

0.4

%  

 

4,169

0.4

%  

Store Closure Costs 8

 

2,962

0.3

%  

 

%  

SG&A Subtotal

 

8,682

0.9

%  

 

7,644

0.7

%  

Adjusted Operating Income/Margin (a non-GAAP measure)

$

63,578

5.8

%  

$

24,724

2.3

%

1,2,3,4,5,6,7,8See the Gross Profit, SG&A and SG&AOther Expense (Income) sections above for more detailed explanations of these individual itemsitems..

29

Other Expense

7The Company had other expense of $2.6 million and $3.8 million for the years ended December 31, 2020 and 2019, respectively. The expense in both years primarily reflected interest on borrowings on our Credit Agreement. The expense in 2020 was partially offset by a favorable adjustment of $1.1 million for the reversal of interest expense associated with anti-dumping and countervailing duty rate changes.

Provision for Income Taxes

We record tax expense each period for income taxes incurred for US federal tax, in certain states, and in foreign jurisdictions resulting in an effective tax rate of (14.5)% and 25.4% for the years ended December 31, 2020 and 2019, respectively, as 2020 included the partial release of $20 million of valuation allowance on deferred tax assets.

As of December 31, 2019, the Company had a full valuation allowance of $27 million recorded against its net deferred assetsTax Adjustment is defined as the Company was in a consolidated cumulative three-year loss position,sum of Gross Margin, SG&A, and the Company was not relying upon projections of future taxable income in assessing their recoverability.  The Company assesses the available evidence on a quarterly basis to determine if, based on the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.  The Company was no longer in a consolidated cumulative three-year loss position at December 31, 2020.  Based on the Company’s evaluation at a jurisdictional level as of December 31, 2020, the Company released valuation allowances of $20 million in the fourth quarter of 2020 in jurisdictions where the Company believes sufficient future taxable income, including consideration of future performance, market or economic conditions, will be generated to use existing deferred tax assets.  This release of the valuation allowance resulted in noncash income tax benefit in the fourth quarter of 2020 of $20 million. At December 31, 2020 the Company’s remaining valuation allowance was $5.6 million including the release of the valuation allowance and a $1.7 million adjustment to valuation allowances associated with deferred taxes for foreign operations. The amount of the deferred tax assets considered realizable could be adjusted in future periods if evidence warrants such a change.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company amended its 2018 tax return with respect to CARES Act items and carried the 2018 NOL back to 2013 resulting in a cash tax refund of $5 million, received in the third quarter 2020.

We file income tax returns with the United States federal government and various state and foreign jurisdictions. In the normal course of business, we are subject to examinationOther Expense (Income) Adjustment Items multiplied by taxing authorities. During 2017, the Internal Revenue Service completed audits of our income tax returns through 2016.

Diluted Earnings per Share

Net income was $61 million, or $2.10 per diluted share, in 2020 compared to net income of $9.7 million, or $0.34 per diluted share, in 2019. 2020 Adjusted Earnings Per Diluted Share (a non-GAAP measure) increased $1.74 to $2.28 compared to $0.54 for 2019. Net income in 2020 benefited from the noncash income tax benefit of $20 million from the partial release of the valuation allowance.

We believe that each of the items below can distort the visibility of our ongoing performance and that the evaluation of our financial performance can be enhanced by use of supplemental presentation of our results that exclude the impact of these items.

30

Year Ended December 31,

    

2020

2019

(in thousands)

Net Income, as reported (GAAP)

$

61,427

$

9,663

Net Income per Diluted Share (GAAP)

$

2.10

$

0.34

Gross Margin Items:

 

  

 

  

Antidumping Adjustments 2

 

(1,632)

 

845

HTS Classification Adjustments 3

 

(576)

Store Closure Costs 4

 

607

 

Gross Margin Subtotal

 

(1,025)

 

269

SG&A Items:

 

  

 

  

Accrual for Legal Matters and Settlements 5

 

1,109

 

2,568

Legal and Professional Fees 6

 

3,119

 

3,081

Store Closure Costs 7

 

2,189

 

SG&A Subtotal

 

6,417

 

5,649

Adjusted Earnings

$

66,819

$

15,581

Adjusted Earnings per Diluted Share (a non-GAAP measure)

$

2.28

$

0.54

1,2,3,4,5,6,7,8  See the Gross Profit and SG&A sections above for more detailed explanations of these individual items.

These items have been tax affected at the Company’s federal incremental rate, of 26.1%.which was 25.7% for the 2023 period and 26.2% for the 2022 period.

Liquidity and Capital Resources

Throughout 2020, we have sustained focus on maximizing liquidity as a result of the impacts of COVID-19.

We took the following actions during the year to provide financial flexibility including:

-Negotiating new terms with merchandise vendors, landlords and other service providers to allow for longer

payment terms and/or reductions in fees

-Renegotiating our Credit Agreement (See Item 8. Note 4 to the consolidated financial statements)
-Replacing our largest annual sale event with alternative promotions
-Eliminating spending on certain capital and operating activities including the opening of new stores
-Taking advantage of opportunities in Federal, State, and Local regulatory changes (e.g., the CARES Act)

Liquidity, Capital Resources and Cash Flows

Our focus on liquidity remains. COVID-19 continuesSources of Liquidity

We expect cash flows from operations supplemented with our short-term and long-term borrowings to create a great deal of uncertaintyremain sufficient to fund our operations while allowing us to fund our growth initiatives and there are related risks from renewed shut downs and consumer spending preferences once, and if, people become more mobile during 2021 as vaccines are distributed and administered. Throughout 2020 we continued to manage the uncertainty by retaining cash we have generated through ongoing operations. We have chosen to maintain a high cash balance, with cash and cash equivalents of $170 million asposition LL Flooring for long-term success. As of December 31, 2020 and the same $101 million of borrowings that2023, we had on April 17, 2020, as we entered into the temporary expansionliquidity of our Credit Agreement.

Our principal sources$118.2 million, consisting of liquidity at December 31, 2020 were cash from our ongoing operations, $170$8.8 million of cash and cash equivalents on our balance sheet and $44$109.4 million of availability under our Revolving Loan. AsCredit Agreement. This represents a decrease in liquidity of $17.4 million from December 31, 2020,2022, primarily driven in part by a cap in availability of $182.5 million under our Credit Agreement in 2023, whereas the outstanding balanceCompany was not subject to an availability cap in 2022 and had an availability of $200.0 million. The cap availability under our credit agreement is based on certain assets, including our inventory. We could see the revolving loan was $76 million, and it carried an average interest rate of 3.75%. As of December 31, 2020, the outstanding balance of the first-in-last-out term loan was $25 million and it carried an interest rate of 5.125%.

During 2020, we received $23 millioncap in cash payments from United States Customs relating to the November 2019 tariff exclusion. The remaining receivable of $4.1 million is expected to be received during 2021. Similar to 2019, 2020 was impacted by cash payments related to legal settlements. During the fourth quarter of 2020 we funded the

31

remaining $13 million of the cash portion of the settlement of the Gold Litigation as discussedavailability further decline in Item 8. Note 10 to the consolidated financial statements. Additionally, $4.75 million was paid in April 2020 for the Kramer settlement.

The DOJ and SEC settlements, discussed in Item 8. Note 10 to the consolidated financial statements, totaled $33 million and were paid in the second quarter of 2019 along with other, smaller settlements. Additionally, we funded $1 million of the cash portion of the settlement of the Gold Litigation in the fourth quarter of 2019.

We plan to increase our inventories to between $270 and $290 million and we expect our customer deposits to return to more traditional levels.  We also plan to increase our capital expenditure investments to support our growth initiatives as well as the opening of 12 to 15 new stores in 2021.  We currently expect capital expenditure investments of up to $24 million to $28 million,future years if our business results support the broad scale rebranding of our store fleet, the opening of 12 to 15 new stores and investments in digital.

Our focus and discipline over the past year has allowed us to build a strong liquidity position to navigate the COVID-19 environment, and our business is generating solid cash flow.inventory balances decline. We believe that cash and cash equivalents balance and cash flows from operations, together with cash on hand, and the liquidity under our Credit Agreement will be sufficient to meet our obligations and fund our settlements, operations, and anticipated capital expenditures over the next twelve months. Refer to Item 1A Risk Factors for the next 12 months.risk factor "The inability to access our Revolving Credit Facility or other sources of capital, could cause our financial position, liquidity, and results of operations to suffer" included elsewhere in this Annual Report.

The Company continues to navigate uncertainty in the macroeconomic environment due to low consumer confidence, inflation, volatile mortgage rates impacting housing affordability and lower existing home sales. We prepare our forecasted cash flow and liquidity estimates based on assumptions that we believe to be reasonable but are also inherently uncertain. Actual future cash flows could differ from these estimates.

Capital Resources

30


As of December 31, 2023, our material contractual obligations consist of long-term debt and letters of credit under our Credit Agreement. See Note 4 in Item 8 to our consolidated financial statements for amounts outstanding related to our Credit Agreement as of December 31, 2023.

Operating Lease Obligations

Lease commitments consist principally of leases for our stores and distribution centers. Our expected operating lease payments due within the next 12 months are $43.7 million and our total committed lease payments are $153.1 million as of December 31, 2023. Additional information regarding our operating leases is available in Note 5 in Item 8 of our consolidated financial statements included elsewhere in this 10-K.

Purchase Obligations

In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for flooring and carpet materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2024 and 2025. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. As of December 31, 2023, we had purchase orders in the amount of $79.3 million due within the next 12 months.

Cash Flows Summary

The following table summarizes the cash flows from operating, investing and financing activities:

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Net Cash Provided by (Used in) Operating Activities

 

$

21,285

 

 

$

(116,709

)

Net Cash Used in Investing Activities

 

 

(17,027

)

 

 

(21,983

)

Net Cash (Used In) Provided by Financing Activities

 

 

(6,286

)

 

 

64,303

 

Net Decrease in Cash and Cash Equivalents

 

$

(2,028

)

 

$

(74,389

)

Net cash provided by operating activities was $21.3 million for the year ended December 31, 2023, compared to net cash used in operating activities of $116.7 million for the year ended December 31, 2022, a change of $138.0 million. The increase in cash provided by operating activities was driven by working capital improvements made during the year, notably with respect to merchandise inventory and accounts payable which collectively resulted in an increase in cash flows of $176.9 million as we worked to better align inventory levels with sales volumes trends and the impact of cost saving initiatives as well as timing of payables. This increase in cash provided by operating activities included a net increase in operating assets and liabilities of $38.9 million primarily driven by lower customer deposits which is due to the lower sales volumes trend, offset by a larger operating loss (after consideration of non-cash items included in net (loss) income, primarily related to, among others, depreciation, amortization, deferred tax assets, impairment of goodwill, antidumping adjustments, and non-cash compensation).

Net cash flows used in investing activities was $17.0 million in 2023, compared to $22.0 million in 2022, respectively. The $5.0 million decrease in net cash flows used in investing activities is primarily attributable to our reduced investment in new stores in 2023, offset by an investment in the new distribution center in Texas.

2023 net cash flows used in financing activities was $6.3 million, compared to net cash flows provided by financing activities of $64.3 million in 2022. The activity in the current year was primarily attributable to repayments of $6.0 million on our outstanding debt under the Credit Agreement. Whereas in 2022, we borrowed approximately $72.0 million under the Credit Agreement, partially offset by stock repurchases of $8.0 million.

Merchandise Inventories

Merchandise inventories and inventory is our most significant assetavailable for sale per store in operation were as follows:

 

 

As of

 

 

As of

 

 

 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

 

(in thousands)

Inventory – Available for Sale

 

$

248,737

 

 

$

307,730

 

 

Inventory – In-Transit

 

 

16,553

 

 

 

24,566

 

 

Total Merchandise Inventories

 

$

265,290

 

 

$

332,296

 

 

 

 

 

 

 

 

 

Inventory Available for Sale Per Store

 

$

569

 

 

$

696

 

 

31


Merchandise inventories on December 31, 2023 decreased $67.0 million from December 31, 2022, primarily due to the Company having scaled back purchasing to return to more optimal inventory levels and is consideredalign purchasing with current sales trends. We consider merchandise inventories either “available for sale” or “inbound in-transit,” based on whether we have physically received and inspected the products at an individual store location, in our distribution centers or in another facility where we control and monitor inspection.

Merchandise inventories and Inventory available inventoryfor sale per store in operation on December 31, were as follows:

    

As of

As of

December 31, 2020

    

December 31, 2019

(in thousands)

Inventory – Available for Sale

$

205,664

$

254,812

Inventory – Inbound In-Transit

 

38,745

 

31,557

Total Merchandise Inventories

$

244,409

$

286,369

Available Inventory Per Store

$

502

$

608

Available inventory per store at December 31, 20202023 was lower than inventory available inventoryfor sale per store aton December 31, 2019. The 15% reduction in total inventory from last year was primarily driven by managing our inventory purchases as a direct result of COVID-19, followed by supply chain disruptions on replenishment and strong second half sales that kept inventory below our targeted level for year end. Our teams are working diligently to receive new inventory in the face of supply chain disruption and we are working toward rebuilding inventory to a more normal range of $270 to $290 million in 2021.

32

Cash Flows

The following table summarizes our cash flow activities for the years ended December 31, 2020, 2019 and 2018:

Year Ended December 31, 

    

2020

    

2019

    

2018

Net Cash provided by (used in):

 

  

 

  

 

  

Operating Activities

$

157,046

$

329

$

(42,986)

Investing Activities

 

(14,862)

 

(19,484)

 

(13,461)

Financing Activities

 

18,778

 

15,881

 

49,205

Effect of Exchange Rates

 

(14)

 

702

 

(1,131)

Total

$

160,948

$

(2,572)

$

(8,373)

Operating Activities. Net cash provided by operating activities was $157 million in 2020 and was primarily2022 due to a an increase of $52 million in net income, a $39 millionthe same drivers as the decrease in inventory, cash received from United States Customs for tariff receivables of $23 million, growth in customer deposits of $20 million and an increase in accounts payable of $9.9 million. These were somewhat offset by payments for legal matters and settlements of $18 million.merchandise inventories.

In 2019 net cash provided by operating activities was $0.3 million and was primarilyInbound in-transit inventory generally varies due to a $15 million decrease in inventory, netthe timing of payables. Net income in 2019 of $9.7 million was also a factor for the net cash provided by operating activities. These were mostly offset by payments for legal matterscertain international shipments and settlements of $35 million.

Investing Activities. Net cash used in investing activities was $15 million in 2020certain seasonal factors, including international holidays, rainy seasons, and $19 million in 2019. 2020 included investments in our new digital platform, specific merchandise category planning.LLFlooring.com, six new stores, and maintenance to our existing stores. Investments in 2019 included our corporate headquarters move to Richmond, Virginia, and 11 new store openings.

Financing Activities. Net cash provided by financing activities was $19 million in 2020 and was primarily attributable to $19 million in net borrowings on the Credit Agreement. Net cash provided by financing activities was $16 million in 2019 and was primarily attributable to $17 million in net borrowings on the Credit Agreement.

Credit Agreement

Information with respect to this item may be found in Note 4, “Credit Agreement”, to the consolidated financial statements in Item 8 of Part II, which is incorporated herein by reference.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or other financing activities with special-purpose entities.

Critical Accounting Policies and Estimates

Critical accounting policies are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Loss Contingencies

We are involved in various lawsuits, claims, investigations, and proceedings. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is

33

both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and a loss or range of the loss can be estimated, we disclose such amounts. Significant judgment is required to determine both probability and the estimated amount of any loss or range of loss. We assess each legal matter and any related provisions at least quarterly and adjust them accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

Until a final resolution related to loss contingencies for legal and other contingencies is reached, there may be an exposure to loss in excess of the amount we have recorded, and such amounts could be material, either individually or in the aggregate, to our business, consolidated financial position, results of operations, or cash flows. Therefore, if one or more of these matters were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period, could be materially adversely affected.

Valuation of Deferred Tax Assets

We account for income taxes and the related accounts in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in estimates in the valuation allowance. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. As of December 31, 2019, the Company had a full valuation allowance of $27 million recorded against its net deferred assets as the Company was in a consolidated cumulative three-year loss position, and the Company was not relying upon projections of future taxable income in assessing their recoverability.  The Company assesses the available evidence on a quarterly basis to determine if, based on the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.  The Company was no longer in a consolidated cumulative three-year loss position at December 31, 2020.  Based on the Company’s evaluation at a jurisdictional level as of December 31, 2020, the Company released valuation allowances of $20 million in the fourth quarter of 2020 in jurisdictions where the Company believes sufficient future taxable income, including consideration of future performance, market or economic conditions, will be generated to use existing deferred tax assets.  This release of the valuation allowance resulted in noncash income tax benefit of $20 million. The Company continues to maintain valuation allowances of approximately $5.6 million based on expected future taxable income supporting the realizability of a portion, but not all, of the deferred tax assets. The amount of the deferred tax assets considered realizable could be adjusted in future periods if evidence warrants such a change.

Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets, if any. Management considers estimates of the amount and character of future taxable income in assessing the likelihood of realization of deferred tax assets. Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, tax planning and the Company’s forecasted financial condition and results of operations in future periods. Although management believes current estimates are reasonable, actual results could differ from these estimates.

Recognition of Net Sales

We recognize net sales for products purchased at the time the customer takes possession of the merchandise. We recognize service revenue, which consists primarily of installation revenue and freight charges for in-home delivery, when the service has been rendered. We report sales exclusive of sales taxes collected from customers and remitted to governmental taxing authorities. Net sales are reduced by an allowance for anticipated sales returns that we estimate based on historical and current sales trends and experience. We believe that our estimate for sales returns is an accurate reflection of future returns. Any reasonably likely changes that may occur in the assumptions underlying our allowance estimates would not be expected to have a material impact on our financial condition or operating performance. Actual sales returns did not vary materially from estimated amounts for 2020, 20192023, 2022 or 2018.2021.

In addition, customers who do not take immediate delivery of their purchases are generally required to pay a deposit, equal to approximately half of the retail sales value, with the balance payable when the customer takes

34

possession of the merchandise. These customer deposits benefit our cash flow and return on investment capital, because we receive partial payment for our customers’ purchases immediately. We record these deposits as a liability on our balance sheet in Customer Deposits and Store Credits until the customer takes possession of the merchandise.merchandise at which time we record as revenue.

VouchersLeases

The Company determines if an arrangement is a lease at inception. If the arrangement is a lease, the Company accounts for Legal Settlements

As discussedthe transaction in Item 8. Note 10 toaccordance with FASB ASC Topic 842, Leases (“ASC 842”). Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated financial statements,balance sheet. The operating lease ROU asset also is adjusted for any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the administratorlease at certain dates, typically at the Company’s own discretion. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. Many of the MDL settlement issued $14 millionCompany’s leases include both lease (e.g., payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Lease expense for minimum lease payments is recognized on a straight-line basis over the term of the agreement. The Company made an accounting policy election that payments under agreements with an initial term of 12 months or less will not be included on the consolidated balance sheet but will be recognized in store-credit vouchersthe consolidated statements of operations on December 30, 2020 undera straight-line basis over the March 2018 MDL settlementterm of the agreement. In addition,

The operating lease ROU assets and operating lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the current court order,information available at commencement date in determining the administratorpresent value of future

32


payments. The incremental borrowing rate is estimated with the assistance of a third party based on U.S. Composite yields obtained from Bloomberg and an estimate of the Gold Settlement isCompany’s credit rating. The determination of an appropriate secured incremental borrowing rate requires judgments in selecting an appropriate yield curve and estimating adjustments for collateralization and inflation. Based on the volume of leases the Company enters into, a significant increase or decrease in the incremental borrowing rates used to discount lease payments could have a significant impact on the value of operating lease liabilities and right-of-use assets subsequently reported on its consolidated balance sheet.

Valuation of Deferred Tax Assets

We account for income taxes and the related accounts in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to issue those vouchers latebe in effect during the year in which the differences reverse. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in estimates in the second quartervaluation allowance. Deferred tax assets are reduced by a valuation allowance when, in the opinion of 2021.  As vouchers are redeemed,management, it is more likely than not that some portion, or all, of the transactiondeferred tax asset will not be a sale.  Rather the Company will relieve the liability for the full amount, relieve inventory at its cost, and the remaining amount -- the gross margin for the items sold -- will be recorded as a reduction in SGA expense. Most of the vouchers expire 3 years from date of issuance although vouchers issued to recipients in certain states have longer expiration including 7 states with no expiration date as stipulated in the legal settlement. The Company recorded no forfeiture estimate asrealized. As of December 31, 2020 as2023, the Company had a valuation allowance of $36.6 million attributable to the uncertainty related to the realizability of its deferred tax assets. As of December 31, 2023, the Company was in a consolidated cumulative three-year loss position. The Company intends to maintain a valuation allowance on its deferred tax assets until there is not yetsufficient evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a historysignificant decrease in income tax expense in the period that the release is recorded. However, any adjustments to the Company’s valuation allowance will depend on current year earnings and estimates of voucher redemption upon which to record a forfeiture estimate.  The Companyfuture taxable income and will monitorbe made in the period such determination is made.

Significant management judgment is required in determining our provision for income taxes, deferred tax assets and evaluate the redemption of vouchers on a quarterly basis.  In order to reach an estimate, the Company will consider redemption velocity and patterns, remaining value – both on individual vouchers as well as collectively – of vouchers,liabilities and the passage of time. The Company will also consider consumer behaviors across both the MDL and Gold Settlements. The Company’s current expectation is that recipients bargained for this compensation as partvaluation allowance recorded against our net deferred tax assets, if any. Management considers estimates of the settlementamount and therefore will redeem their voucher for product as intended.   character of future taxable income in assessing the likelihood of realization of deferred tax assets. Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, tax planning and the Company’s forecasted financial condition and results of operations in future periods. Although management believes current estimates are reasonable, actual results could differ from these estimates.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Interest Rate Risk

We areThe Company can be exposed to interest rate risk through the investmentbecause of our cash and cash equivalents andvariable rate borrowings under our Credit Agreement. We may invest our cashTo the extent the Company borrows at Term SOFR, financial results are subject to changes in short-term investments with maturities of three months or less. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations. Borrowings under our Credit Agreement are exposed to interest rate risk due to the variablemarket rate of the borrowings.interest. As of December 31, 2020,2023, we had $101$66.0 million outstanding under our Revolving Credit Agreement. If theFacility, which carried a weighted average interest rate had varied byof 6.7% repayable at any time. A hypothetical 1% increase in either direction throughout 2020, interest expenserates would have fluctuated by $1 million.cause an increase of $0.7 million of annual interest if outstanding for the full year.

We currently do not engage in any interest rate hedging activity and have no current intention to do so.activity. However, in the future, in an effort to mitigate losses associated with theseinterest rate risks, we may at times enter into derivative financial instruments, although we have not historically done so. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.

Exchange Rate Risk

Less than two percent of our revenue, expense and capital purchasing activities are transacted in currencies other than the United States dollar, including the Euro, Canadian dollar, Chinese yuan and Brazilian real.

We currently do not engage in any exchange rate hedging activity as the vast majority of our foreign purchases are denominated in United States dollars. However, in the future, in an effort to mitigate losses associated with these risks, we may at times engage in transactions involving various derivative instruments to hedge revenues, inventory purchases, assets and liabilities denominated in foreign currencies. If the exchange rate on December 31, 2020 had varied by 10% in either direction, net income from Canadian operations would have fluctuated nominally. As discussed in Item 8. Note 11 to the consolidated financial statements, we closed all our stores in Canada in December 2020.

3533



Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Lumber LiquidatorsLL Flooring Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lumber LiquidatorsLL Flooring Holdings, Inc. (the Company) as of December 31, 20202023 and 2019,2022, the related consolidated statements of operations and comprehensive (loss) income, (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020,2023, and the related notes and Financial Statement Schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 20212024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit MattersMatter

The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.

35

37


Operating lease right-of-use assets and operating lease liabilities

Loss Contingencies

Description of the Matter

As discussed in Note 10 ofNotes 1 and 5 to the consolidated financial statements, the Company is involvedrecognizes right-of-use assets and corresponding lease liabilities for certain leases on the balance sheet in various lawsuits, claims, investigations, and proceedings for which it has not yet reached a settlement agreement or other resolution.accordance with Accounting Standards Codification 842 (“ASC 842”). The Company recognizesused a liability when it is both probable that a loss has been incurredthird party to assist in determining the Company’s incremental borrowing rate in order to calculate the right-of-use assets and lease liabilities related to new or modified leases recognized on the amount can be reasonably estimated. Ifbalance sheet. During 2023, the Company determines that a loss is reasonably possible and a lossrecorded right-of-use assets of $52.8 million in exchange for lease liabilities related to leases originated or range of the loss can be estimated, they disclose such amounts. For certain matters, particularly where a settlement agreement has not yet been reached, judgment is required to determine the probability and estimate the loss or range of loss. The Company assesses each legal matter and any related provisions to reflect the impact of negotiations, settlements, rulings, and the advice of legal counsel.modified during 2023.

Auditing management's evaluation of whether a loss for contingencies is probable, reasonably possible or remote, the measurement of the amount or range of possible loss,Company’s operating lease right-of-use assets and the related disclosures,operating lease liabilities was subjective and required more complex auditor judgment. For instance, auditing management's judgments related to claims where the matter has not yet been tried in court or where the Company has not otherwise agreed to a settlement with plaintiffs was more complexchallenging due to the requirement that management estimate the incremental borrowing rates in the application of ASC 842. Our procedures involved auditor judgment appliedto evaluate management’s estimate of incremental borrowing rates used in evaluating the likelihoodthese calculations, including selection of the outcomes related to the matters.

an appropriate yield curve and estimating adjustments for collateralization and inflation where appropriate.

How We Addressed the Matter in Our Audit

We obtained an understanding of and tested the Company's internal controls that address the risks of material misstatement related to the recognition, measurement and disclosuremanagement’s estimate of loss contingencies for which a settlement agreement has not yet been reached.these incremental borrowing rates. For example, we tested controls over management’s review of the evaluationincremental borrowing rate estimates, including selection of loss contingenciesan appropriate yield curve and adjustments for which a settlement agreement has not yet been reached.

collateralization and inflation where appropriate.

To test the Company's accounting for and disclosure of loss contingencies for which a settlement agreement has not yet been reached,incremental borrowing rate used to record leases that originated or were modified during the year ended December 31, 2023, our substantive audit procedures included, among others, testingevaluating the Company's evaluation of the probability of outcomemethodology, significant assumptions and range of loss, if estimable, through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal and external legal counsel to confirm our understanding of the allegations and related merits, and by obtaining written representations from executives of the Company. When applicable, we also compared the Company's evaluation of these matters with its relevant history, or those of other entities, for similar loss contingencies that have been settled or otherwise resolved. In addition, we evaluated the adequacy of the Company’s financial statement disclosures.

38

Tax Valuation Allowance

Description of the Matter

As discussed in Note 8 of the consolidated financial statements, at December 31, 2020, the Company had gross deferred tax assets related to deductible temporary differences and carryforwards of $60.3 million. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. At December 31, 2020, the Company has a valuation allowance of $5.6 million for the portion of its deferred tax assets that management determined was not more likely than not to be realized.

Auditing management’s assessment of the realizability of its deferred tax assets involved more complex auditor judgment because management’s estimate of future taxable income is judgmental as it requires the evaluation of positive and negative evidence of realization, including the consideration of historical operating losses, and is based on assumptions that may be affected by future performance, market or economic conditions.

How We Addressed the Matter in Our Audit

We tested the Company’s internal controls that address the risks of material misstatement related to the realizability of deferred tax assets. This included controls over management’s scheduling of the future reversal of existing taxable temporary differences and projections of future taxable income.

To test the Company’s assessment of the realizability of its deferred tax assets, our substantive audit procedures included, among others, testing the Company’s scheduling of the reversal of existing temporary taxable differences. We evaluated the assumptionsunderlying data used by the CompanyCompany. We involved our valuation specialists to assist in evaluating management’s methodology used to develop tax planning strategies, if any,the incremental borrowing rates and projections of future taxable income by jurisdiction and tested the completeness and accuracyin preparing an independent calculation of the underlying data used in its projections. For example,incremental borrowing rates, which we compared the projections of future taxable income with the actual results of prior periods, as well asto management’s consideration of current industry and economic trends. We also assessed the historical accuracy of management’s projections and compared the projections of future taxable income with other forecasted financial information prepared by the Company and performed sensitivity analysis of the significant assumptions to evaluate whether changes in realizability of deferred tax assets would result from variability of the assumptions. In addition, we evaluated the adequacy of the Company’s financial statement disclosures.estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2003.

Richmond, Virginia

March 1, 20212024

36

39


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Lumber LiquidatorsLL Flooring Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Lumber LiquidatorsLL Flooring Holdings, Inc.’s internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lumber LiquidatorsLL Flooring Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 20202023 consolidated financial statements of the Companyand our report dated March 1, 20212024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

40

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Richmond, Virginia

March 1, 20212024

37

41


Lumber LiquidatorsLL Flooring Holdings, Inc.

Consolidated Balance Sheets

(in thousands)

December 31, 

December 31, 

    

2020

    

2019

Assets

Current Assets:

Cash and Cash Equivalents

$

169,941

$

8,993

Merchandise Inventories

244,409

286,369

Prepaid Expenses

9,370

8,288

Deposit for Legal Settlement

21,500

Tariff Recovery Receivable

4,078

27,025

Other Current Assets

10,354

6,938

Total Current Assets

438,152

359,113

Property and Equipment, net

97,557

98,733

Operating Lease Right-of-Use Assets

109,475

121,796

Goodwill

9,693

9,693

Deferred Tax Asset

11,611

Other Assets

7,860

6,674

Total Assets

$

674,348

$

596,009

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts Payable

$

70,543

$

59,827

Customer Deposits and Store Credits

61,389

41,571

Accrued Compensation

15,347

11,742

Sales and Income Tax Liabilities

5,793

7,225

Accrual for Legal Matters and Settlements - Current

30,398

67,471

Operating Lease Liabilities - Current

33,024

31,333

Other Current Liabilities

25,761

18,937

Total Current Liabilities

242,255

238,106

Other Long-Term Liabilities

13,293

13,757

Operating Lease Liabilities - Long-Term

90,194

100,470

Deferred Tax Liability

426

Credit Agreement

101,000

82,000

Total Liabilities

446,742

434,759

Stockholders’ Equity:

Common Stock ($0.001 par value; 35,000 shares authorized; 30,229 and 29,959 shares issued and 28,911 and 28,714 shares outstanding at December 31, 2020 and 2019, respectively

30

30

Treasury Stock, at cost (1,318 and 1,245 shares, respectively)

(142,977)

(142,314)

Additional Capital

222,628

218,616

Retained Earnings

147,925

86,498

Accumulated Other Comprehensive Loss

(1,580)

Total Stockholders’ Equity

227,606

161,250

Total Liabilities and Stockholders’ Equity

$

674,348

$

596,009

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

 

$

8,772

 

 

$

10,800

 

Merchandise Inventories, Net

 

 

265,290

 

 

 

332,296

 

Prepaid Expenses

 

 

5,658

 

 

 

9,054

 

Other Current Assets

 

 

8,473

 

 

 

17,598

 

Total Current Assets

 

 

288,193

 

 

 

369,748

 

Property and Equipment, Net

 

 

100,490

 

 

 

101,758

 

Operating Lease Right-of-Use Assets

 

 

141,210

 

 

 

123,172

 

Deferred Tax Assets, Net

 

 

 

 

 

13,697

 

Other Assets

 

 

5,681

 

 

 

5,578

 

Total Assets

 

$

535,574

 

 

$

613,953

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts Payable

 

$

67,195

 

 

$

47,733

 

Customer Deposits and Store Credits

 

 

39,468

 

 

 

43,767

 

Accrued Compensation

 

 

6,915

 

 

 

9,070

 

Sales and Income Tax Liabilities

 

 

2,103

 

 

 

3,574

 

Accrual for Legal Matters and Settlements

 

 

15,344

 

 

 

22,159

 

Operating Lease Liabilities - Current

 

 

31,815

 

 

 

34,509

 

Other Current Liabilities

 

 

24,382

 

 

 

19,712

 

Total Current Liabilities

 

 

187,222

 

 

 

180,524

 

Other Long-Term Liabilities

 

 

8,391

 

 

 

6,162

 

Operating Lease Liabilities - Long-Term

 

 

116,651

 

 

 

99,186

 

Credit Agreement

 

 

66,000

 

 

 

72,000

 

Total Liabilities

 

 

378,264

 

 

 

357,872

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

Common Stock ($0.001 par value; 35,000 shares authorized; 30,983 and 30,758 shares issued and 28,849 and 28,695 shares outstanding at December 31, 2023 and 2022, respectively)

 

 

31

 

 

 

31

 

Treasury Stock, at cost (2,134 and 2,063 shares, respectively)

 

 

(153,617

)

 

 

(153,331

)

Additional Capital

 

 

236,848

 

 

 

231,839

 

Retained Earnings

 

 

74,048

 

 

 

177,542

 

Total Stockholders’ Equity

 

 

157,310

 

 

 

256,081

 

Total Liabilities and Stockholders’ Equity

 

$

535,574

 

 

$

613,953

 

See accompanying notes to consolidated financial statements.

38

42


Lumber LiquidatorsLL Flooring Holdings, Inc.

Consolidated Statements of Operations and Comprehensive (Loss) Income

(in thousands except per share amounts)

Year Ended December 31, 

    

2020

    

2019

    

2018

Net Sales

Net Merchandise Sales

$

974,829

$

956,041

$

955,949

Net Services Sales

122,873

136,561

128,687

Total Net Sales

1,097,702

1,092,602

1,084,636

Cost of Sales

Cost of Merchandise Sold

574,944

586,918

596,411

Cost of Services Sold

95,046

101,998

95,285

Total Cost of Sales

 

669,990

 

688,916

 

691,696

Gross Profit

 

427,712

 

403,686

 

392,940

Selling, General and Administrative Expenses

 

371,430

 

386,970

 

443,513

Operating Income (Loss)

 

56,282

 

16,716

 

(50,573)

Other Expense

 

2,642

 

3,764

 

2,827

Income (Loss) Before Income Taxes

 

53,640

 

12,952

 

(53,400)

Income Tax (Benefit) Expense

 

(7,787)

 

3,289

 

979

Net Income (Loss)

$

61,427

$

9,663

$

(54,379)

Net Income (Loss) per Common Share—Basic

$

2.13

$

0.34

$

(1.90)

Net Income (Loss) per Common Share—Diluted

$

2.10

$

0.34

$

(1.90)

Weighted Average Common Shares Outstanding:

 

  

 

  

 

  

Basic

 

28,830

 

28,689

 

28,571

Diluted

 

29,247

 

28,793

 

28,571

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

Net Merchandise Sales

 

$

779,326

 

 

$

957,927

 

 

$

993,943

 

Net Services Sales

 

 

125,420

 

 

 

152,752

 

 

 

158,401

 

Total Net Sales

 

 

904,746

 

 

 

1,110,679

 

 

 

1,152,344

 

Cost of Sales

 

 

 

 

 

 

 

 

 

Cost of Merchandise Sold

 

 

477,495

 

 

 

589,719

 

 

 

588,166

 

Cost of Services Sold

 

 

104,538

 

 

 

119,797

 

 

 

124,136

 

Total Cost of Sales

 

 

582,033

 

 

 

709,516

 

 

 

712,302

 

Gross Profit

 

 

322,713

 

 

 

401,163

 

 

 

440,042

 

Selling, General and Administrative Expenses

 

 

403,499

 

 

 

412,885

 

 

 

387,356

 

Operating (Loss) Income

 

 

(80,786

)

 

 

(11,722

)

 

 

52,686

 

Other Expense

 

 

9,307

 

 

 

1,816

 

 

 

(104

)

(Loss) Income Before Income Taxes

 

 

(90,093

)

 

 

(13,538

)

 

 

52,790

 

Income Tax Expense (Benefit)

 

 

13,401

 

 

 

(1,457

)

 

 

11,092

 

Net (Loss) Income and Comprehensive (Loss) Income

 

$

(103,494

)

 

$

(12,081

)

 

$

41,698

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) Income per Common Share—Basic

 

$

(3.59

)

 

$

(0.42

)

 

$

1.44

 

Net (Loss) Income per Common Share—Diluted

 

$

(3.59

)

 

$

(0.42

)

 

$

1.41

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

28,806

 

 

 

28,860

 

 

 

29,041

 

Diluted

 

 

28,806

 

 

 

28,860

 

 

 

29,525

 

See accompanying notes to consolidated financial statements.

39


LL Flooring Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2023, 2022, and 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Additional

 

 

Retained

 

 

Stockholders’

 

 

 

Shares

 

 

Par Value

 

 

Shares

 

 

Value

 

 

Capital

 

 

Earnings

 

 

Equity

 

December 31, 2020

 

 

28,911

 

 

$

30

 

 

 

1,318

 

 

$

(142,977

)

 

$

222,628

 

 

$

147,925

 

 

$

227,606

 

Stock-Based Compensation Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,113

 

 

 

 

 

 

5,113

 

Exercise of Stock Options

 

 

6

 

 

 

1

 

 

 

 

 

 

 

 

 

63

 

 

 

 

 

 

64

 

Release of Restricted Shares

 

 

196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Repurchased

 

 

 

 

 

 

 

 

105

 

 

 

(2,360

)

 

 

 

 

 

 

 

 

(2,360

)

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,698

 

 

 

41,698

 

December 31, 2021

 

 

29,113

 

 

$

31

 

 

 

1,423

 

 

$

(145,337

)

 

$

227,804

 

 

$

189,623

 

 

$

272,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

29,113

 

 

$

31

 

 

 

1,423

 

 

$

(145,337

)

 

$

227,804

 

 

$

189,623

 

 

$

272,121

 

Stock-Based Compensation Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,738

 

 

 

 

 

 

3,738

 

Exercise of Stock Options

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

297

 

 

 

 

 

 

297

 

Release of Restricted Shares

 

 

132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Repurchased

 

 

(571

)

 

 

 

 

 

640

 

 

 

(7,994

)

 

 

 

 

 

 

 

 

(7,994

)

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,081

)

 

 

(12,081

)

December 31, 2022

 

 

28,695

 

 

$

31

 

 

 

2,063

 

 

$

(153,331

)

 

$

231,839

 

 

$

177,542

 

 

$

256,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

28,695

 

 

$

31

 

 

 

2,063

 

 

$

(153,331

)

 

$

231,839

 

 

$

177,542

 

 

$

256,081

 

Stock-Based Compensation Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,009

 

 

 

 

 

 

5,009

 

Release of Restricted Shares

 

 

154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Repurchased

 

 

 

 

 

 

 

 

71

 

 

 

(286

)

 

 

 

 

 

 

 

 

(286

)

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(103,494

)

 

 

(103,494

)

December 31, 2023

 

 

28,849

 

 

$

31

 

 

 

2,134

 

 

$

(153,617

)

 

$

236,848

 

 

$

74,048

 

 

$

157,310

 

See accompanying notes to consolidated financial statements

43


Lumber LiquidatorsLL Flooring Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)Cash Flows

(in thousands)

Year Ended December 31, 

 

2020

    

2019

    

2018

Net Income (Loss)

$

61,427

$

9,663

$

(54,379)

Other Comprehensive Income (Loss):

 

  

 

  

 

  

Foreign Currency Translation Adjustments

 

823

 

(195)

 

(233)

Reclassification of Foreign Currency Translation to Earnings

757

Total Other Comprehensive Income (Loss)

 

1,580

 

(195)

 

(233)

Comprehensive Income (Loss)

$

63,007

$

9,468

$

(54,612)

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

 

2021

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net (Loss) Income

 

$

(103,494

)

 

$

(12,081

)

 

 

$

41,698

 

Adjustments to Reconcile Net (Loss) Income:

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

18,647

 

 

 

18,410

 

 

 

 

18,833

 

Impairment on Long-Lived Assets

 

 

1,316

 

 

 

 

 

 

 

 

Impairment of Goodwill

 

 

 

 

 

9,693

 

 

 

 

 

Deferred Income Taxes Provision

 

 

13,979

 

 

 

(2,361

)

 

 

 

276

 

Income on Redeemed or Expired Vouchers for Legal Settlements

 

 

(2,491

)

 

 

(1,300

)

 

 

 

(1,676

)

Stock-Based Compensation Expense

 

 

5,009

 

 

 

3,738

 

 

 

 

5,113

 

Provision for Inventory Obsolescence Reserves

 

 

3,469

 

 

 

1,615

 

 

 

 

2,345

 

Antidumping Adjustments

 

 

353

 

 

 

(1,036

)

 

 

 

(6,279

)

(Gain) Loss on Disposal of Fixed Assets

 

 

27

 

 

 

(2

)

 

 

 

44

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

Merchandise Inventories

 

 

61,243

 

 

 

(81,833

)

 

 

 

(15,104

)

Accounts Payable

 

 

17,254

 

 

 

(16,595

)

 

 

 

(8,538

)

Customer Deposits and Store Credits

 

 

(4,299

)

 

 

(23,296

)

 

 

 

5,674

 

Tariff Recovery Receivable

 

 

 

 

 

36

 

 

 

 

4,078

 

Prepaid Expenses and Other Current Assets

 

 

13,758

 

 

 

(2,968

)

 

 

 

700

 

Accrued Compensation

 

 

(2,156

)

 

 

(1,058

)

 

 

 

(5,219

)

Accrual for Legal Matters and Settlements

 

 

543

 

 

 

303

 

 

 

 

7,773

 

Payments for Legal Matters and Settlements

 

 

(345

)

 

 

(8,148

)

 

 

 

(101

)

Deferred Rent Payments

 

 

(187

)

 

 

(157

)

 

 

 

(2,315

)

Deferred Payroll Taxes

 

 

 

 

 

(2,585

)

 

 

 

(2,542

)

Other Assets and Liabilities

 

 

(1,341

)

 

 

2,916

 

 

 

 

(6,090

)

Net Cash Provided by (Used in) Operating Activities

 

 

21,285

 

 

 

(116,709

)

 

 

 

38,670

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

Purchases of Property and Equipment

 

 

(17,029

)

 

 

(22,048

)

 

 

 

(19,443

)

Other Investing Activities

 

 

2

 

 

 

65

 

 

 

 

71

 

Net Cash Used in Investing Activities

 

 

(17,027

)

 

 

(21,983

)

 

 

 

(19,372

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

Borrowings on Credit Agreement

 

 

306,000

 

 

 

289,500

 

 

 

 

 

Payments on Credit Agreement

 

 

(312,000

)

 

 

(217,500

)

 

 

 

(101,000

)

Common Stock Repurchased

 

 

(286

)

 

 

(7,994

)

 

 

 

(2,360

)

Other Financing Activities

 

 

 

 

 

297

 

 

 

 

(690

)

Net Cash (Used In) Provided by Financing Activities

 

 

(6,286

)

 

 

64,303

 

 

 

 

(104,050

)

Net Decrease in Cash and Cash Equivalents

 

 

(2,028

)

 

 

(74,389

)

 

 

 

(84,752

)

Cash and Cash Equivalents, Beginning of Period

 

 

10,800

 

 

 

85,189

 

 

 

 

169,941

 

Cash and Cash Equivalents, End of Period

 

$

8,772

 

 

$

10,800

 

 

 

$

85,189

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Operating and Financing Activities:

 

 

 

 

 

 

 

 

 

 

Relief of Inventory for Vouchers Redeemed for Legal Settlements

 

$

2,294

 

 

$

2,307

 

 

 

$

2,783

 

Tenant Improvement Allowance for Leases

 

 

(196

)

 

 

(1,155

)

 

 

 

(1,230

)

See accompanying notes to consolidated financial statements.

41

44


Lumber LiquidatorsLL Flooring Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands)

Accumulated

Other

Total

    

Common Stock

    

Treasury Stock

    

Additional

    

Retained

    

Comprehensive

    

Stockholders’

Shares

    

Par Value

Shares

    

Value

Capital

Earnings

 

Income (Loss)

Equity

December 31, 2017

 

28,490

$

31

 

2,907

$

(140,875)

$

208,629

$

131,214

$

(1,152)

$

197,847

Stock-Based Compensation Expense

 

 

 

 

 

4,346

 

 

 

4,346

Exercise of Stock Options

 

44

 

 

 

 

770

 

 

 

770

Release of Restricted Shares

 

93

 

1

 

 

 

(1)

 

 

 

Common Stock Repurchased

 

 

 

44

 

(953)

 

 

 

 

(953)

Translation Adjustment

 

 

 

 

 

 

 

(233)

 

(233)

Net Loss

 

 

 

 

 

 

(54,379)

 

 

(54,379)

December 31, 2018

 

28,627

$

32

 

2,951

$

(141,828)

$

213,744

$

76,835

$

(1,385)

$

147,398

Stock-Based Compensation Expense

 

4,872

 

4,872

Release of Restricted Shares

 

87

 

Common Stock Repurchased

 

(2)

(1,706)

(486)

 

(488)

Translation Adjustment

 

(195)

 

(195)

Net Income

 

9,663

 

9,663

December 31, 2019

 

28,714

$

30

 

1,245

$

(142,314)

$

218,616

$

86,498

$

(1,580)

$

161,250

Stock-Based Compensation Expense

 

3,333

 

3,333

Exercise of Stock Options

 

40

679

 

679

Release of Restricted Shares

 

157

 

Common Stock Repurchased

 

73

(663)

 

(663)

Translation Adjustment

 

823

 

823

Reclassification of Foreign Currency Translation to Earnings

757

757

Net Income

 

61,427

 

61,427

December 31, 2020

 

28,911

$

30

 

1,318

$

(142,977)

$

222,628

$

147,925

$

$

227,606

See accompanying notes to consolidated financial statements.

45

Lumber Liquidators Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

Year Ended December 31,

    

2020

    

2019

 

2018

Cash Flows from Operating Activities:

 

  

 

  

 

  

Net Income (Loss)

$

61,427

$

9,663

$

(54,379)

Adjustments to Reconcile Net Income (Loss):

 

  

 

  

 

  

Depreciation and Amortization

 

17,645

 

17,465

 

18,425

Deferred Income Taxes (Benefit) Provision

 

(12,037)

 

(366)

 

240

Stock-Based Compensation Expense

 

3,333

 

4,848

 

4,091

Provision for Inventory Obsolescence Reserves

 

3,036

 

1,888

 

3,108

Impairment of Operating Lease Right-Of-Use

935

Reclassification of Foreign Currency Translation to Earnings

 

757

 

 

(Gain) Loss on Disposal of Fixed Assets

 

(211)

 

(221)

 

1,818

Changes in Operating Assets and Liabilities:

 

 

 

  

Merchandise Inventories

 

38,617

 

28,941

 

(59,179)

Accounts Payable

 

9,910

 

(13,640)

 

4,852

Customer Deposits and Store Credits

 

19,818

 

1,353

 

1,685

Tariff Recovery Receivable

22,947

(27,025)

Prepaid Expenses and Other Current Assets

 

(4,094)

 

(88)

 

2,902

Deposit for Legal Settlement

(21,500)

Accrual for Legal Matters and Settlements

 

2,507

 

4,575

 

63,951

Payments for Legal Matters and Settlements

(18,080)

(34,729)

(2,904)

Deferred Payroll Taxes

5,131

Other Assets and Liabilities

 

5,405

 

7,665

 

(6,096)

Net Cash Provided by (Used in) Operating Activities

 

157,046

 

329

 

(42,986)

Cash Flows from Investing Activities:

 

  

 

  

 

  

Purchases of Property and Equipment

 

(15,828)

 

(19,906)

 

(14,332)

Other Investing Activities

 

966

 

422

 

871

Net Cash Used in Investing Activities

 

(14,862)

 

(19,484)

 

(13,461)

Cash Flows from Financing Activities:

 

 

  

 

  

Borrowings on Credit Agreement

 

45,000

 

104,500

 

74,000

Payments on Credit Agreement

 

(26,000)

 

(87,500)

 

(24,000)

Proceeds from the Exercise of Stock Options

 

679

 

 

770

Payments on Financed Insurance Obligations

 

 

 

(612)

Other Financing Activities

 

(901)

 

(1,119)

 

(953)

Net Cash Provided by Financing Activities

 

18,778

 

15,881

 

49,205

Effect of Exchange Rates on Cash and Cash Equivalents

 

(14)

 

702

 

(1,131)

Net Increase (Decrease) in Cash and Cash Equivalents

 

160,948

 

(2,572)

 

(8,373)

Cash and Cash Equivalents, Beginning of Year

 

8,993

 

11,565

 

19,938

Cash and Cash Equivalents, End of Year

$

169,941

$

8,993

$

11,565

Supplemental disclosure of non-cash operating and financing activities:

 

  

 

  

 

  

Release of Deposit for Legal Settlement and Liability

$

21,500

$

$

Tenant Improvement Allowance for Leases

(726)

(2,962)

See accompanying notes to consolidated financial statements.

46

Lumber Liquidators Holdings, Inc.

Notes to Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

Note 1. Summary of Significant Accounting Policies

Nature of Business

LL Flooring Holdings, Inc., formerly Lumber Liquidators Holdings,Holding, Inc., and its direct and indirect subsidiaries (collectively and, where applicable, individually, the “Company”) engage in business as a multi-channel specialty retailer of hard-surfacehard and soft surface flooring, and hard-surfacehard and soft surface flooring enhancements and accessories, operating as a single operating segment. The Company offers an extensive assortment of exotichard and domestic hardwood species,soft surface flooring including waterproof hybrid resilient, waterproof vinyl plank, solid and engineered hardwood, laminate, resilient vinyl, water-resistant vinyl plank and porcelainbamboo, tile, flooring direct to the consumer. The Company features renewable flooring products, bamboo and cork, and provideswith a wide selectionrange of flooring enhancements and accessories including moldings, noise-reducing underlayment, adhesives and flooring tools.to complement. The Company also provides in-home delivery and installation services to its customers. The Company primarily sells to homeownersconsumers or to contractorsPros on behalf of homeownersconsumers through a network of store locations in metropolitan areas. TheAs of December 31, 2023, the Company’s437 stores spanned 47 states in the United States (“U.S.”) at December 31, 2020.. In addition to the store locations, the Company’s products may be ordered, and customer questions/questions or concerns addressed, through both its customer relationshipcontact center in Richmond, Virginia, and its digital platform, LLFlooring.com.

Organization and Basis of Financial Statement Presentation

The consolidated financial statements of Lumber LiquidatorsLL Flooring Holdings, Inc., a Delaware corporation, include the accounts of its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. During 2018, the Company recognized significant liabilities related to various legal and regulatory matters. While the payment of these liabilities in 2020, 2019, and 2018 has had, and is expected to have, a material adverse impact on the Company’s liquidity and cash flow from operations, theThe Company estimates that it has sufficient liquidity through amounts available under its Revolving Credit Facility and forecasted cash flows from operations and Revolving Credit Facility to fund its working capital, including these legal and regulatory liabilities.capital. The Company prepares its forecasted cash flow and liquidity estimates based on assumptions that it believes to be reasonable but are also inherently uncertain. Actual future cash flows could differ from these estimates.

Cash and Cash Equivalents

The Company had cash and cash equivalents of $170$8.8 million and $9$10.8 million aton December 31, 20202023 and 2019,2022, respectively. The Company maintained a high balance at the end of 2020 to provide financial flexibility during the COVID-19 uncertainty. The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents, of which there were 0 atzero on December 31, 20202023 and 2019,2022, respectively. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settled, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven dayswithin the month to be cash and cash equivalents. Amounts due from the banks for these transactions classified as cash equivalents totaled $7.9$6.3 million and $6.1 and $6.5 million aton December 31, 20202023 and 2019,2022, respectively.

47

Credit Programs

Credit is offered to the Company’s customers through a credit card, underwritten by a third-party financial institution and atgenerally with no recourse to the Company. A credit line is offered to the Company’s professional customers through the Lumber LiquidatorsLL Flooring Commercial Credit Program. This commercial credit program is underwritten by a third-party financial institution generally with no recourse to the Company.

As part of the credit program, the Company’s customers may tender their Lumber LiquidatorsLL Flooring credit card to receive installation services. As of December 31, 2020, the Company utilized a network of associates to perform certain customer-facing, consultative services and coordinate the installation of its flooring products by third-party independent contractors in all of its stores.

Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash and cash equivalents, accounts payable and other liabilities approximatesapproximate fair value because of the short-term nature of these items. The faircarrying value of the Company’s long-term debt was approximately $106 million at December 31, 2020 assuming the current debt levels remain outstanding until maturity. The Company estimates the fair value of its long-term debt using Level 3 inputs which are based upon the current interest rates available to the Company for debt of similar terms and maturities. The carrying amount of obligations under itsRevolving Credit AgreementFacility approximates fair value due to the variable rate of interest at December 31, 2019.interest.

42


Merchandise Inventories

The Company values merchandise inventories at the lower of cost or net realizable value. The method by which amounts are removed from inventory is weighted average cost. All of the hardwood flooring purchased from vendors is either prefinished or unfinished, and in immediate saleable form. The Company relies on a select group of international and domestic suppliers to provide imported flooring products that meet the Company’s specifications. The Company is subject to risks associated with obtaining products from abroad, including disruptions or delays in production, shipments, supply chain, delivery or processing, including due to the COVID-19 pandemic. While the Company continues to be uncertain as to the full impact of COVID-19 to the supply chain, the Company is executing contingency plans to minimize anticipated and potential disruptions to supply chain, domestic distribution centers and store operations. The reduction in inventory as of December 31, 2020 compared to December 31, 2019 was primarily driven by managing our inventory purchases as a direct result of COVID-19, followed by supply chain disruption on replenishment and strong second half sales that kept inventory below our targeted level for year end.

trade restrictions.

Inventory cost includes the costs of bringing an article to its existing condition and location such as shipping and handling and import tariffs. Prior to the sale of the finishing line equipment in 2018, the Company would add the finish to, and box, various species of unfinished product, to produce certain proprietary products, primarily Bellawood. Any finishing and boxing costs were included in the average unit cost of related merchandise inventory. In addition, the Company maintains an inventory reserve for loss or obsolescence based on historical results and current sales trends. This reserve was $6.7 million and $6.9 million at December 31, 2020 and 2019, respectively.

Included in merchandise inventories are tariff related costs, including Section 301 tariffs on certain products imported from China in recent years. A subset of these imports for certain click vinyl and other engineered products (the “Subset Products”) received an exemption that was made retroactive to the beginning of the Section 301 Tariffs for a period of time. The Company has deployed pricing, promotion, and alternative country sourcing strategies to mitigate tariffstariff-related costs and improve gross margin, including alternative country sourcing, partnering with current vendors to lower costs and introduce new products, and adjusting its pricing. The following chart provides a timeline and tariff levels for the key events related to Section 301 Tariffs.

48

Section 301 tariff

Corresponding approximate

Event

Timing

level on imports

Tariff level on

percentage of Company's

from China

Subset Products

merchandise subject to tariff

Imposition of Tariffs

September 2018

10%

10% then 0%1

48%

Increase in Tariffs

June 2019

25%

25% then 0%1

44%

Retroactive Exemption on Subset Products1

November 2019

25%

0%

10%

Exemption Not Renewed and Tariffs Re-imposed on Subset Products

August 2020

25%

25%

32%

December 31, 2020

25%

25%

34%

1 On November 7, 2019, the U.S. Trade Representative granted a retroactive exclusion to September 2018 on Subset Products as defined in the Section 301 Tariffs section above bringing the rate to 0%.

margin. The Company continues to monitor the market to inform its pricing and promotional strategies to informstrategies.

Inventory for the Company's soft surface offerings is also recorded at the lower of cost or net realizable value and guide its decisions.is removed from inventory at weighted average cost. The Company hasdoes not maintain carpet inventory in stock. Instead it relies on the logistics and distribution capabilities of its single source supplier to deliver inventory to the installers who install the Company's carpet product for its customers. All purchases made via purchase order are recorded a as inventory when shipped from the suppliers location and the Company obtains control of the inventory.

The Company maintains an inventory reserve for loss or obsolescence based on historical results and current sales trends. This reserve was $4.17.3 million and $27$5.5 million receivable as ofon December 31, 20202023 and 2019, respectively, related to the retroactive exclusion tariffs in the caption “Tariff Recovery Receivable” on the consolidated balance sheets. The Company expects to receive the remaining payments during 2021.2022, respectively.

Impairment of Long-Lived Assets

The Company evaluates potential impairment losses on long-lived assets and right-of-use assets used in operations when events and circumstances indicate that the assets may be impaired, and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If impairment exists an impairment loss is recorded based on the difference between the carrying value and fair value of the assets. TheFor the year ended December 31, 2023, the Company recorded a impairment charges of $0.91.3 million impairment on operating lease right-of-use assets in 2020 in conjunctionassociated with the store closures described in Note 11.

During 2018, the Companystores it decided to exit the finishing business and entered into an agreement to sell this equipment to a third party, which altered the Company’s expectations of future cash flows from these long-lived assets. As a result, the Company tested certain long-lived assets forclose in 2023. There were no impairment andlosses recorded a $1.8 million impairment charge within selling, general and administrative (“SG&A”) expenses in its accompanying consolidated statements of operations. The charge was measured as the difference between the fair value (Level 2 inputs under ASC 820) of the assets and the carrying value of the related net assets based on the contract to sell to a third party. During 2019, the Company received $0.9 million in connection with this transaction and had $0.12022 or 2021. million in assets held-for-sale included in Other Current Assets on the Consolidated Balance Sheet as of December 31, 2019. During 2020, the Company received $0.1 million in connection with this transaction and had 0 balance remaining related to it on the Consolidated Balance Sheet as of December 31, 2020.

Goodwill and Other Indefinite-Lived Intangibles

Goodwill representsrepresented the costs in excess of the fair value of net assets acquired associated with acquisitions by the Company. The Company evaluatesevaluated goodwill for impairment on an annual basis, or whenever events or changes in circumstance indicate that the asset carrying value for the reporting unit exceeds its fair value. BasedThe Company considered the relationship between its market capitalization and its book value, among other factors, when reviewing for indicators of impairment. The goodwill impairment tests were based on determining the analysis performed,fair value of the specified reporting unit. The valuation approaches were subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about appropriate sales growth rates, operating margins, weighted average cost of capital (“WACC”), and comparable company market multiples.

When developing these key judgments and assumptions, the Company has concludedconsidered economic, operational and market conditions that 0 impairment inwould have impacted the fair value of goodwill has occurred.the reporting unit. However, estimates are inherently uncertain and represent only management’s reasonable expectations regarding future developments. These estimates and the judgments and assumptions upon which the estimates were based will, in all likelihood, differ in some respects from actual future results.

Self-Insurance

Self-Insurance

The Company is self-insured for certain employee health benefit claims and for certain workers’ compensation claims. The Company estimates a liability for aggregate losses below stop-loss coverage limits based on estimates of the ultimate costs to be incurred to settle known claims and claims incurred but not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors including historical and

49

industry trends and economic conditions. This liability could be affected if future occurrences and claims differ from these assumptions and historical trends. As of December 31, 20202023 and 2019,2022, the Company had accruals of $2.9$4.3 million and $2.5$3.6 million, respectively, related to estimated claims included in other current liabilities.

Recognition of Net Sales

The Company generates revenues primarily by retailing merchandise in the form of hard-surfacehard and porcelainsoft surface flooring, carpet, and accessories. Additionally, the Company expands its revenues by offering services to deliver and/or install this merchandise for its customers; it considers these services to be separate performance obligations. The separate performance obligations are detailed on the customer’s invoice(s) and the customer often purchases flooring merchandise without purchasing installation or delivery services. Sales occur through athe Company's network of 410437 stores, which spanned 47 states aton December 31, 2020. In addition, both the merchandise2023, and services can be ordered through a call center and from the Company’sits digital platform,

43


LLFlooring.com. The Company’s agreements with its customers are of short duration (less than a year), and as such the Company has elected not to disclose revenue for partially satisfied contracts that will be completed in the days following the end of a period as permitted by GAAP. The Company reports its revenues exclusive of sales taxes collected from customers and remitted to governmental taxing authorities, consistent with past practice.

Revenue is based on consideration specified in a contract with a customer and excludes any sales incentives from vendors and amounts collected on behalf of third parties.vendors. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or performing service for a customer. Revenues from installation and freight services are recognized when the delivery is made or the installation is complete, which approximates the recognition of revenue over time due to the short duration of service provided. The price of the Company’s merchandise and services is specified in the respective contract and detailed on the invoice agreed to with the customer including any discounts. The Company generally requires customers to pay a deposit, equal to approximately half of the retail sales value, when ordering merchandise not regularly carried in a given location or not currently in stock. In addition, the Company generally does not extend credit to its customers with payment due in full at the time the customer takes possession of merchandise or when the service is provided. Customer payments and deposits received in advance of the customer taking possession of the merchandise or receiving the services are recorded as deferred revenues in the accompanying consolidated balance sheet caption “Customer Deposits and Store Credits”.

The following table shows the activity in this account for the periods noted:

Year Ended December 31, 

2020

2019

2018

 

Year Ended December 31,

 

 

2023

 

 

2022

 

 

2021

 

 

(in thousands)

 

Customer Deposits and Store Credits, Beginning Balance

$

(41,571)

$

(40,332)

$

(38,546)

 

$

(43,767

)

 

$

(67,063

)

 

$

(61,389

)

New Deposits

(1,191,673)

(1,163,691)

(1,155,019)

 

 

(958,587

)

 

 

(1,159,279

)

 

 

(1,238,157

)

Recognition of Revenue

1,097,702

1,092,602

1,084,636

 

 

904,746

 

 

 

1,110,679

 

 

 

1,152,344

 

Sales Tax included in Customer Deposits

68,681

67,029

67,125

 

 

53,688

 

 

 

66,864

 

 

 

69,860

 

Other

5,472

2,821

1,472

 

 

4,452

 

 

 

5,032

 

 

 

10,279

 

Customer Deposits and Store Credits, Ending Balance

$

(61,389)

$

(41,571)

$

(40,332)

 

$

(39,468

)

 

$

(43,767

)

 

$

(67,063

)

Subject to limitations under the Company’s policy, return of unopened merchandise is generally accepted for 90 days, subject to the discretion of the store manager. The amount of revenue recognized for flooring merchandise is adjusted for expected returns, which are estimated based on the Company’s historical data, current sales levels and forecasted economic trends. The Company uses the expected value method to estimate returns because it has a large number of contracts with similar characteristics. The Company reduces revenue by the amountnumber of expected returns and records it within “Other Current Liabilities” on the consolidated balance sheet. The Company continues to estimate the amount of returns basedsales return reserve was $1.7 million and $2.2 million on the historical data.December 31, 2023 and December 31, 2022, respectively. In addition, the Company recognizes a related asset for the right to recover returned merchandise and records it in the “Other Current Assets” caption of the accompanying consolidated balance sheet. This amount was $$1.30.9 million and $1.2$1.2 million aton December 31, 20202023 and 2019,2022, respectively. The Company recognizes sales commissions as incurred since the amortization period is less than one year.

50

In total, the Company offers hundreds of different flooring products; however, no single flooring product represented a significant portion of its sales mix. By major product category, the Company’s sales mix was as follows:

    

Year Ended December 31,

 

2020

    

2019

    

2018

Manufactured Products 1

$

505,333

46

%  

$

452,914

41

%  

$

392,512

36

%

Solid and Engineered Hardwood

299,012

    

27

%  

319,582

    

29

%  

367,026

    

34

%

Moldings and Accessories and Other

 

170,484

 

16

%  

 

183,545

 

17

%  

 

196,411

 

18

%

Installation and Delivery Services

 

122,873

 

11

%  

 

136,561

 

13

%  

 

128,687

 

12

%

Total

$

1,097,702

 

100

%  

$

1,092,602

 

100

%  

$

1,084,636

 

100

%

1

Includes laminate, vinyl, engineered vinyl plank and porcelain tile.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands, except percentage data)

 

Manufactured Products1

 

$

435,507

 

 

 

48

%

 

$

537,081

 

 

 

48

%

 

$

531,947

 

 

 

46

%

Solid and Engineered Hardwood

 

 

211,207

 

 

 

23

%

 

 

261,602

 

 

 

24

%

 

 

291,458

 

 

 

25

%

Moldings and Accessories and Other2

 

 

129,952

 

 

 

15

%

 

 

159,244

 

 

 

14

%

 

 

170,538

 

 

 

15

%

Installation and Delivery Services

 

 

128,080

 

 

 

14

%

 

 

152,752

 

 

 

14

%

 

 

158,401

 

 

 

14

%

Total

 

$

904,746

 

 

 

100

%

 

$

1,110,679

 

 

 

100

%

 

$

1,152,344

 

 

 

100

%

1 Includes engineered vinyl plank, laminate, vinyl and tile.

2 Includes carpet.

Cost of Sales

Cost of sales includes the cost of products sold, including tariffs, the cost of installation services, and transportation costs from vendors to the Company’s distribution centers or store locations. It also includes any applicable finishing costs related to production of the Company’s proprietary brands, transportation costs from distribution centers to store locations, transportation costs for the delivery of products from store locations to customers, certain costs of quality control procedures, warranty and customer satisfaction costs, inventory adjustments including obsolescence and shrinkage, and costs to

44


produce and ship samples, which are net of vendor allowances. For the twelve months ended December 31, 2023, "Cost of Sales" on the consolidated statements of operations and comprehensive (loss) and income also included $6.3 million in incremental costs related to the vinyl flooring U.S. Customs and Border Protection ("CBP") detentions of vinyl flooring under the Uyghur Forced Labor Prevention Act ("UFLPA"). In September 2023, the Company also recorded an unfavorable $10.7 million 2012-2013 antidumping duty rate change to "Cost of Sales"on the consolidated statements of operations and comprehensive (loss) income. This adjustment is discussed further in Item 8, Note 10 to the consolidated financial statementsbelow.

The Company offers a range of limited warranties for the durability of the finish on its prefinished products to its services provided. These limited warranties range from one to 100 years, with lifetime warranties for certain of the Company’s products. Warranty reserves are based primarily on claims experience, sales history and other considerations, including payments made to satisfy customers for claims not directly related to the warranty on the Company’s products. Warranty costs are recorded in cost of sales. This reserve was $1.1$0.5 million and $0.9$1.0 million aton December 31, 20202023 and 2019, respectively.2022, respectively, and recorded in "Other Current Liabilities" on the accompanying consolidated balance sheets. The Company seeks recovery from its vendors and third-party independent contractors of installation services for certain amounts paid.

Vendor allowances primarilymostly consist of volume rebates that are earned as a result of attaining certain purchase levels and reimbursement for the cost of producing samples. Vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period based on estimates of purchases. Volume rebates earned are initially recorded as a reduction in merchandise inventories and a subsequent reduction in cost of sales when the related product is sold. Reimbursement received for the cost of producing samples is recorded as an offset against cost of sales.

Advertising Costs

Advertising Costs

Advertising costs charged to selling, general and administrative (“SG&A”) expenses, net of vendor allowances, were $62$62.8 million, $75$65.4 million and $74$61.9 million in 2020, 20192023, 2022 and 2018,2021, respectively. The Company uses various types of media to brand its name and advertise its products. Media production costs are generally expensed as incurred, except for direct mail, which is expensed when the finished piece enters the postal system. Media placement costs are generally expensed in the month the advertising occurs, except for contracted endorsements and sports agreements, which are generally expensed ratably over the contract period. Amounts paid in advance are included in prepaid expenses and totaled $0.4$0.3 million atand $0.5 million on December 31, 20202023 and 2019.2022, respectively.

Store Opening Costs

Costs to open new store locations are charged to SG&A expenses as incurred, net of any vendor support.

51

Other Vendor Consideration

Consideration from non-merchandise vendors, including royalties and rebates, are generally recorded as an offset to SG&A expenses when earned.

Depreciation and Amortization

Property and equipment isare carried at cost and depreciated on the straight-line method over the estimated useful lives. The estimated useful lives for leasehold improvements are the shorter of the estimated useful lives or the remainder of the lease terms. For leases with optional renewal periods for which renewal is not reasonably certain, the Company uses the original lease term, excluding optional renewal periods, to determine the appropriate estimated useful lives. Capitalized software costs are capitalized from the time that technological feasibility is established until the software is ready for use. The estimated useful lives are generally as follows:

Years

Buildings and Building Improvements

7 to 40

Property and Equipment

3 to 10

Computer Software and Hardware

3 to 10

Leasehold Improvements

1 to 10

Leases

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. The operating lease ROU assets and operating lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is determined with the assistance of a third party. The operating lease ROU asset also is adjusted for any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease at certain dates, typically at the Company’s own discretion. The Company regularly evaluates the renewal options and when they are reasonably

45


certain of exercise, the Company includes the renewal period in its lease term. Many of the Company’s leases include both lease (e.g., payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Lease expense for minimum lease payments is recognized on a straight-line basis over the term of the agreement.

The Company made an accounting policy election that payments under agreements with an initial term of 12 months or less will not be included on the consolidated balance sheet but will be recognized in the consolidated statements of operationsincome on a straight-line basis over the term of the agreement.

Stock-Based Compensation

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions obtained as a result of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease-by-lease basis, if a lease concession obtained was a result of a new arrangement reached with the lessor (treated within the lease modification accounting framework) or if a lease concession obtained was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows lessees, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply this practical expedient for the period beginning as of April 1, 2020 for those agreements where total payments under the modified lease are substantially the same or less than the original agreement. Included in “Operating Lease Liabilities - Current” on the consolidated balance sheet is the remaining $2.9 million liability as of December 31, 2020 related to deferred payments (net of repayments) as a result of COVID-19 rent concessions, as well as an additional remaining $0.1 million included in

52

“Operating Lease Liabilities - Long-Term.” The deferred payments will be made in accordance with each concession agreement for periods up the remainder of the lease term.

Stock-Based Compensation

The Company records compensation expense associated with stock options and other forms of equity compensation in accordance with ASC 718. The Company may issue incentive awards, including performance-based awards, in the form of stock options, restricted shares and other equity awards to employees, non-employee directors and other service providers. The Company recognizes expense for the majority of its stock-based compensation based on the fair value of the awards that are granted. For awards granted to non-employee directors, expense is recognized based on the fair value of the award at the end of a reporting period. For performance-based awards granted to certain members of senior management, the Company recognizes expense after assessing the probability of the achievement of certain financial metrics on a periodic basis. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated at the date of grant based on historical experience and future expectations. Measured compensation cost is recognized ratably over the requisite service period of the entire related stock-based compensation award.

Business Interruption Insurance Proceeds

In August 2019, the Company experienced a network security incident caused by malware that prevented access to several of the Company’s information technology systems and data. In 2020 the company recorded $2.5 million from the final settlement of the business interruption insurance claim in SG&A during the third quarter of 2020.Income Taxes

Foreign Currency Translation

The Company’s former Canadian operations used the Canadian dollar as the functional currency. Assets and liabilities were translated at exchange rates in effect at the balance sheet date. Revenues and expenses were translated at the average monthly exchange rates during the year. Resulting translation adjustments have been recorded as a component of accumulated other comprehensive income on the consolidated balance sheets. As discussed in Note 11 to the consolidated financial statements, we closed all our stores in Canada in December 2020. The Company realized expense of $0.8 million for the year ending December 31, 2020 for the reclassification of the remaining cumulative translation adjustments to earnings that were previously included in Other Comprehensive Loss on its consolidated balance sheet.

Income Taxes

Income taxes are accounted for in accordance with ASC 740 (“ASC 740”). Income taxes are provided for under the asset and liability method and consider differences between the tax and financial accounting bases. The tax effects of these differences are reflected on the consolidated balance sheets as deferred income taxes and measured using the effective tax rate expected to be in effect when the differences reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. In evaluating the need for a valuation allowance, the Company takes into account various factors, including the nature, frequency and severity of current and cumulative losses, expected level of future taxable income, the duration of statutory carryforward periods and tax planning alternatives. In future periods, any valuation allowance will be re-evaluated in accordance with ASC 740, and a change, if required, will be recorded through income tax expense in the period such determination is made.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authorities, based on the technical merits of its position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company classifies interest and penalties related to income tax matters as a component of income tax expense.

53

Net (Loss) Income per Common Share

Basic net (loss) income per common share is determined by dividing net (loss) income by the weighted average number of common shares outstanding during the year. Diluted net (loss) income per common share is determined by dividing net (loss) income by the weighted average number of common shares outstanding during the year, plus the dilutive effect of common stock equivalents, including stock options and restricted shares. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive.

Accounting Pronouncements Not Yet Adopted

In November, 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant expenses. The updated standard is effective for annual periods beginning in fiscal 2024 and interim periods beginning in the first quarter of fiscal 2025. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.

In December, 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation, and 2) information on income taxes paid. For public business entities, the new requirements will be effective for annual

46


periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.

Note 2. Property and Equipment

Property and equipment consisted of:

December 31,

    

2020

    

2019

Land

$

4,937

$

4,937

Building

 

44,527

 

44,395

Property and Equipment

 

58,371

 

57,047

Computer Software and Hardware

 

61,581

 

51,437

Leasehold Improvement

 

55,311

 

54,139

Assets under Construction

 

1,508

 

1,549

 

226,235

 

213,504

Less: Accumulated Depreciation and Amortization

 

128,678

 

114,771

Property and Equipment, net

$

97,557

$

98,733

As

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Land

 

$

4,937

 

 

$

4,937

 

Building

 

 

45,275

 

 

 

45,275

 

Property and Equipment

 

 

67,428

 

 

 

63,624

 

Computer Software and Hardware

 

 

77,255

 

 

 

71,014

 

Leasehold Improvement

 

 

72,942

 

 

 

67,151

 

Assets under Construction

 

 

4,569

 

 

 

3,558

 

 

 

272,406

 

 

 

255,559

 

Less: Accumulated Depreciation and Amortization

 

 

171,916

 

 

 

153,801

 

Property and Equipment, Net

 

$

100,490

 

 

$

101,758

 

Depreciation expense for the Company's assets in service was $18.6 million, $18.4 million and $19.3 million for 2023, 2022 and 2021, respectively.

Note 3. Goodwill

Goodwill represents the costs in excess of December 31, 2020the fair value of net assets acquired associated with acquisitions by the Company. The Company evaluates goodwill for impairment on an annual basis, or whenever events or changes in circumstance indicate that the asset carrying value for the reporting unit exceeds its fair value. The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and 2019,assumptions using the discounted cash flows under the income approach classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy approaches.

The Company operates as a single operating segment for the purposes of allocating goodwill as well as assessing impairments. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about appropriate sales growth rates, operating margins, weighted average cost of capital ("WACC") and comparable company market multiples.

In 2022, the Company had cumulatively capitalized $48recorded a pre-tax, non-cash goodwill impairment charge of $9.7 million ($7.2 and $42 million net of computer software costs, respectively. Amortization expense relatedtax), reducing the carrying value of its reporting unit to these assets was $4.4 million, $4.6 million and $4.3 million for 2020, 2019 and 2018, respectively.

zero.

Note 3.         Other Liabilities

Other long-term liabilities consisted of:

December 31, 

    

2020

    

2019

Antidumping and Countervailing Duties Accrual, Including Accrued Interest

$

10,136

$

12,795

Deferred Payroll Taxes

2,566

Other

 

591

 

962

Other Long Term Liabilities

$

13,293

$

13,757

As a result of the CARES Act, the Company has Deferred Payroll Taxes of approximately $2.6 million that are to be paid by the end of 2021, with the remaining approximately $2.6 million to be paid by the end of 2022.

Note 4. Credit Agreement

TheOn March 29, 2019, the Company hasentered into a credit agreementFourth Amended and Restated Credit Agreement (the “Credit“Original Credit Agreement”) with Bank of America, N.A. (the “Bank”) and Wells Fargo Bank, National Association (the(“Wells” and, collectively with the Bank, the “Lenders”). On and the Bank in its capacity as administrative agent and collateral agent (in this capacity, the “Agent”) and Wells as syndication agent. The Original Credit Agreement was subsequently amended by the First Amendment to the Credit Agreement on April 17, 2020, and the Second Amendment to the Credit Agreement on April 30, 2021 (as amended, the “Credit Agreement”).

On December 27, 2022, the Company entered into a FirstWaiver and Third Amendment to the Credit Agreement (the “Amendment”) with the Lenders.Lenders and the Agent. The execution of the Amendment, among other things, temporarily increased(i) changed the maximum amountrate under the Agreement for borrowings from a LIBOR-based rate to a Term SOFR-based rate (as defined in the Amendment), subject to certain adjustments specified in the Amendment and (ii) provided a waiver of borrowingsa technical event of default under the Credit Agreement related to providing notice to the Lenders of the Company’s name change from Lumber Liquidators Holdings, Inc. to LL Flooring Holdings, Inc. Except as set forth in the Amendment, all other terms and conditions of the Credit Agreement remain in place.

The Credit Agreement contains a Revolving Credit Facility of up to $200.0 million subject to the conditions under the Revolving Borrowing Base, and the Company has an option to increase the Revolving Credit Facility (the “Revolving Credit Facility”) from $175 million to $212.5 million until August 30, 2020, subject to the borrowing bases described below.

54

250.0 million. The total size of the Credit Agreement temporarily increased to $237.5 million, inclusivehas a maturity date of the first in-last out $25 million term loan (the “FILO Term Loan”)April 30, 2026.

The Revolving Credit Facility and the FILO Term Loan mature on March 29, 2024 and areis secured by security interests in the Collateral (as defined in the Credit Agreement), which includes substantially all assets of the Company including, among other things, the Company’s inventory and credit card receivables,

47


and the Company’s East Coast distribution center located in Sandston, Virginia. Under the terms of the Credit Agreement, the Company has the ability to release the East Coast distribution center from the Collateral under certain conditions.

The Amendment permanently increaseddefines the margin for LIBORTerm SOFR Rate Loans (as defined in the Amendment) as a range of 1.25% to (i) 2.50% to 3.00%1.75% over the applicable LIBOR Rate (as defined in the Amendment) with respect to Revolving Loans (as defined in the Amendment) and (ii) 3.75% to 4.50% over the applicable LIBORTerm SOFR Rate with respect to FILO Term Loans (as defined in the Amendment), in each case (for one, two, three or six month interest periods as selected by the Company)revolving loans depending on the Company’s average daily excess borrowing availability under the Revolving Credit Facility during the most recently completed fiscal quarter.availability. The Amendment also permanently increased theTerm SOFR Rate Floor is 0.25%. The unused commitment fee ofis 0.25%0.25% per annum to 0.50% per annumbased on the average daily unused amount of the Revolving Credit Facility during the most recently completed calendar quarter. As of December 31, 2020,The weighted average interest rate applicable to the Company’sCompany's Revolving Credit Facility carried an average interest rate offor the twelve months ended December 31, 2023 was 3.75% and the FILO Term Loan carried an interest rate of 5.125%6.7%.

Prior to the Amendment, loans outstanding under the Credit Agreement bore interest based on the LIBOR Rate (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement). Interest on Base Rate loans was charged at varying per annum rates computed by applying a margin ranging from (i) 0.25% to 0.75% over the Base Rate with respect to revolving loans and (ii) 1.25% to 2.00% over the Base Rate with respect to the FILO Term Loan, in each case depending on the Company’s average daily excess borrowing availability under the Revolving Credit Facility during the most recently completed fiscal quarter. Interest on LIBOR Rate loans and fees for standby letters of credit were charged at varying per annum rates computed by applying a margin ranging from (i) 1.25% to 1.75% over the applicable LIBOR Rate with respect to revolving loans and (ii) 2.25% to 3.00% over the applicable LIBOR Rate with respect to the FILO Term Loan, in each case depending on the Company’s’ average daily excess borrowing availability under the Revolving Credit Facility during the most recently completed fiscal quarter.

As of December 31, 2020, a total of $76 million was outstanding under the Revolving Credit Facility and $25 million was outstanding under the FILO Term Loan. The Company also had $4 million in letters of credit which factor into its remaining availability. As of December 31, 2020, there was $44 million of availability under the Revolving Credit Facility and $170 million of cash and cash equivalents on the consolidated balance sheet.

The Revolving Credit Facility is available to the Company up to the lesser of (1) $175 million (had been temporarily increased to $212.5 million until August 30, 2020 under the Amendment) or (2) a revolving borrowing base equal to the sum of specified percentages of the Company’s eligible inventory (including eligible in-transit inventory), eligible credit card receivables, and eligible owned real estate, less certain reserves, all of which are defined by the terms of the Credit Agreement (the “Revolving Borrowing Base”). If the outstanding FILO Term Loan exceeds the FILO Borrowing Base (as defined in the Credit Agreement), the amount of such excess reduces availability under the Revolving Borrowing Base. The Company retained an option to increase the Revolving Credit Facility to a maximum total amount of $225 million, subject to the satisfaction of the conditions to such increase as specified in the Credit Agreement.

The Credit Agreement contains a fixed charge coverage ratio covenant that becomes effective only when specified availability under the Revolving Credit Facility falls below the greater of $17.5$17.5 million or 10%10% of the CombinedRevolving Loan Cap (as defined in the Credit Agreement).

As of December 31, 2023, there was $66.0 million outstanding under the Revolving Credit Facility. The Company had $7.1 million in letters of credit which reduces its availability. As of December 31, 2023, there was $109.4 million of availability under the Credit Agreement, which represents a decrease of $15.4 million from $124.8 million of availability as of December 31, 2022. Given the availability at December 31, 2023, the fixed charge coverage ratio covenant has not been triggered.

55

Note 5. Leases

The Company has operating leases for its stores, corporate headquarters in Richmond, Virginia, its distribution center on the west coast, supplemental office facilitiescenters in California and Texas, and certain equipment. The store location leases generally have five-yearfive-to-seven-year base periods with 1one or more five-year renewal periods. The corporate headquarters in Richmond, Virginia has base terms running through December 31, 2029. The supplemental office facilitydistribution center in Richmond, VirginiaCalifornia has base terms running through November 30, 2024 and the Texas distribution center has base terms running through December 31, 2023. The distribution center on the west coast has base terms running through October 31, 2024.2033. Total rent expense was $37$42.4 million, $37$39.5 million, and $34$37.1 million in 2020, 20192023, 2022 and 2018,2021, respectively.

The cost components of the Company’s operating leases recorded in SG&A on the consolidated statement of operations were as follows for the periods shown:

Year Ended December 31, 2020

Year Ended December 31, 2019

Store Leases

    

Other Leases

    

Total

        

Store Leases

    

Other Leases

    

Total

Operating lease costs

$

33,652

$

3,905

$

37,557

$

32,759

$

4,078

$

36,837

Variable lease costs

8,604

771

9,375

8,381

1,007

9,388

Total

$

42,256

$

4,676

$

46,932

$

41,140

$

5,085

$

46,225

 

 

Year Ended December 31, 2023

 

 

Year Ended December 31, 2022

 

 

Year Ended December 31, 2021

 

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Lease Costs

 

$

37,994

 

 

$

5,030

 

 

$

43,024

 

 

$

36,002

 

 

$

3,787

 

 

$

39,789

 

 

$

33,247

 

 

$

3,898

 

 

$

37,145

 

Variable Lease Costs

 

 

9,236

 

 

 

1,359

 

 

 

10,595

 

 

 

9,232

 

 

 

1,142

 

 

 

10,374

 

 

 

8,622

 

 

 

1,341

 

 

 

9,963

 

Total

 

$

47,230

 

 

$

6,389

 

 

$

53,619

 

 

$

45,234

 

 

$

4,929

 

 

$

50,163

 

 

$

41,869

 

 

$

5,239

 

 

$

47,108

 

Variable lease costs consist primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities, which are paid as incurred.

Other information related to leases were as follows:

��

Year Ended December 31, 2020

Year Ended December 31, 2019

Store Leases

    

Other Leases

    

Total

Store Leases

    

Other Leases

    

Total

Supplemental Cash Flows Information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$

31,284

$

4,199

$

35,483

$

33,590

$

4,252

$

37,842

Right-of-use assets obtained or modified in exchange for operating lease obligations

$

16,363

$

1,124

$

17,487

$

25,745

$

9,828

$

35,573

Weighted Average Remaining Lease Term (years)

4.66

6.63

4.99

4.81

7.60

5.28

Weighted Average Discount Rate

5.7

%

5.3

%

5.6

%

5.8

%

5.5

%

5.7

%

 

 

Year Ended December 31, 2023

 

 

Year Ended December 31, 2022

 

 

Year Ended December 31, 2021

 

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

Store Leases

 

 

Other Leases

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flows Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Paid for Amounts Included in the Measurement of Lease Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Cash Flows from Operating Leases

 

$

38,790

 

 

$

4,333

 

 

$

43,123

 

 

$

36,294

 

 

$

4,302

 

 

$

40,596

 

 

$

36,276

 

 

$

4,329

 

 

$

40,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Right-of-Use Assets Obtained or Modified in Exchange for Operating Lease Obligations

 

$

32,329

 

 

$

20,492

 

 

$

52,821

 

 

$

35,337

 

 

$

1,134

 

 

$

36,471

 

 

$

41,407

 

 

$

157

 

 

$

41,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Remaining Lease Term (Years)

 

 

4.63

 

 

 

8.24

 

 

 

5.35

 

 

 

4.67

 

 

 

5.33

 

 

 

4.74

 

 

 

4.73

 

 

 

5.94

 

 

 

4.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Discount Rate

 

 

6.0

%

 

 

7.4

%

 

 

6.3

%

 

 

5.3

%

 

 

5.2

%

 

 

5.3

%

 

 

4.9

%

 

 

5.3

%

 

 

5.0

%

56On December 31, 2023, the future minimum rental payments under non-cancelable operating leases were as follows:

48


At December 31, 2020, the future minimum rental payments under non-cancellable operating leases were as follows:

Operating Leases

    

    

    

Total

Other

Operating

Store Leases

Leases

Leases

2021

$

34,579

4,221

$

38,800

2022

 

26,055

4,104

 

30,159

2023

 

20,468

4,104

 

24,572

2024

 

13,861

3,593

 

17,454

2025

 

8,691

1,560

 

10,251

Thereafter

 

12,868

6,680

 

19,548

Total minimum lease payments

116,522

24,262

140,784

Less imputed interest

(13,771)

(3,795)

(17,566)

Total

$

102,751

$

20,467

$

123,218

 

 

Operating Leases

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

Other

 

 

Operating

 

 

 

Store Leases

 

 

Leases

 

 

Leases

 

2024

 

$

37,805

 

 

$

6,235

 

 

$

44,040

 

2025

 

 

32,485

 

 

 

4,214

 

 

 

36,699

 

2026

 

 

25,723

 

 

 

4,305

 

 

 

30,028

 

2027

 

 

19,584

 

 

 

4,451

 

 

 

24,035

 

2028

 

 

12,284

 

 

 

4,601

 

 

 

16,885

 

Thereafter

 

 

13,854

 

 

 

18,006

 

 

 

31,860

 

Total Minimum Lease Payments

 

 

141,735

 

 

 

41,812

 

 

 

183,547

 

Less Imputed Interest

 

 

(18,817

)

 

 

(11,283

)

 

 

(30,100

)

Total

 

$

122,918

 

 

$

30,529

 

 

$

153,447

 

Note 6. Stockholders’ Equity

Net Income per Common Share

The following table sets forth the computation of basic and diluted net income per common share:

Year Ended December 31, 

 

2020

    

2019

    

2018

Net Income (Loss)

$

61,427

    

$

9,663

    

$

(54,379)

Weighted Average Common Shares Outstanding—Basic

 

28,830

 

28,689

 

28,571

Effect of Dilutive Securities:

 

  

 

  

 

  

Common Stock Equivalents

 

417

 

104

 

Weighted Average Common Shares Outstanding—Diluted

 

29,247

 

28,793

 

28,571

Net Income (Loss) per Common Share—Basic

$

2.13

$

0.34

$

(1.90)

Net Income (Loss) per Common Share—Diluted

$

2.10

$

0.34

$

(1.90)

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands, except per share data)

 

Net (Loss) Income

 

$

(103,494

)

 

$

(12,081

)

 

$

41,698

 

Weighted Average Common Shares Outstanding—Basic

 

 

28,806

 

 

 

28,860

 

 

 

29,041

 

Effect of Dilutive Securities:

 

 

 

 

 

 

 

 

 

Common Stock Equivalents

 

 

 

 

 

 

 

 

484

 

Weighted Average Common Shares Outstanding—Diluted

 

 

28,806

 

 

 

28,860

 

 

 

29,525

 

Net (Loss) Income per Common Share—Basic

 

$

(3.59

)

 

$

(0.42

)

 

$

1.44

 

Net (Loss) Income per Common Share—Diluted

 

$

(3.59

)

 

$

(0.42

)

 

$

1.41

 

49


The following have been excluded from the computation of Weighted Average Common Shares Outstanding—Diluted because the effect would be antidilutive:

As of December 31, 

 

2020

    

2019

    

2018

Stock Options

 

209

    

604

    

643

Restricted Shares

118

187

407

antidilutive (in thousands):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Stock Options

 

 

544

 

 

 

715

 

 

 

184

 

Restricted Shares

 

 

1,743

 

 

 

631

 

 

 

102

 

Stock Repurchase Program

TheIn February 2012, the Company’s board of directors has authorizedadopted an authorization for the repurchase of up to $150a total of $50.0 million of the Company’s common stock. At December 31, 2020,stock, which it increased by $50.0 million in each of November 2012 and January 2014. As of February 2022, the Company had purchased approximately $135.3 million common stock with $14.7 million remaining under this authorization.authorization, and the board of directors further increased this authority by an additional $35.3 million for a total authorization to repurchase up to $50.0 million of the Company’s common stock on the open market or in private transactions. As of December 31, 2023, there remains $43.0 million outstanding under the share repurchase authorization, which does not have an expiration date. The Company did 0t purchasenot repurchase any shares under thisthe previous authorization during the twelve months ended December 31, 2023 and 2021. During the twelve months ended December 31, 2022, the Company made cash payments of $7.0 million to repurchase 571,332 shares under the share repurchase authorization.

The timing and amount of any share repurchases under the authorization will be determined at the Company's discretion and based on market conditions and other considerations. Share repurchases under the authorizations may be made through open market purchases or pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934. The program does not obligate LL Flooring to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

Outside of the share repurchase program, during the three-yearstwelve months ended December 31, 2020.

2023, the Company did not repurchase any shares of its common stock. During the twelve months ended December 31, 2023, the Company repurchased $0.3 million, or 70,745 shares, of its common stock through net settlement of shares issued as a result of the vesting of restricted shares.

57

Note 7. Stock-Based Compensation

Overview

The Company has an equity incentive plan (the “Plan”), which became effective on May 11, 2023, for employees, non-employee directors and other service providers from which the Company may grant stock options, restricted shares stock appreciation rights (“SARs”) and other equity awards. The total number of shares of common stock authorized for issuance under the Plan is 7.810.1 million. As of December 31, 2020, 2.52023, 1.3 million shares of common stock were available for future grants. Stock options granted under the Plan expire no later than ten years from the date of grant and the exercise price shall not be less than the fair market value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted shares on a grant-by-grant basis at the discretion of the Board.board. The Company issues new shares of common stock upon exercise of stock options, granting of restricted shares, vesting of performance-based restricted shares, and vesting of restricted shares.stock units.

Under the Plan, the Company’s non-employee directors are compensated with an annual RSA grant. The amount of outstanding nonvested RSAs granted to non-employee directors was 166.7 thousand and 43.1 thousand for the twelve months ended December 31, 2023 and 2022, respectively. The Company also maintains the Lumber Liquidators Holdings, Inc. Outside Directors Deferral Plan under which each of the Company’s non-employee directors has the opportunity to elect annually to defer certain fees until departure from the Board.(which are payable in cash or in shares of Common Stock with a vesting period of at least one year). A non-employee director may elect to defer up to 100%100% of his or her fees and have such fees invested in deferred stock units. Deferred stock units must be settled in common stock upon thein either a lump sum or up to five annual equal payments following a director’s departure from the Board.board. There were 183,851377,701 and 158,283244,976 deferred stock units outstanding at December 31, 20202023 and 2019,2022, respectively.

50


Stock Options

The following table summarizes activity related to employee stock options:

    

    

    

Remaining

    

Weighted 

 Average 

Aggregate  

Average 

Contractual 

Intrinsic

Shares

Exercise Price

Term (Years)

Value

Balance, December 31, 2017

689,668

$

25.31

7.7

$

8,530

Granted

215,297

20.54

  

  

Exercised

(43,510)

17.70

  

  

Forfeited

 

(128,870)

 

33.25

 

  

 

  

Balance, December 31, 2018

 

732,585

$

22.97

 

7.3

$

Granted

 

110,535

 

8.47

 

  

 

  

Forfeited

 

(149,657)

 

25.16

 

  

 

  

Balance, December 31, 2019

 

693,463

$

20.18

 

7.1

$

144

Granted

 

236,307

 

12.00

 

  

 

  

Exercised

 

(39,824)

 

17.04

 

  

 

  

Forfeited

 

(335,990)

 

18.27

 

  

 

  

Balance, December 31, 2020

 

553,956

$

18.08

 

7.8

$

8,508

Exercisable at December 31, 2020

 

217,780

$

26.31

 

  

$

2,450

Vested and expected to vest December 31, 2020

 

553,956

$

18.08

 

  

$

8,508

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Intrinsic

 

 

 

Shares

 

 

Exercise Price

 

 

Term (Years)

 

 

Value

 

Balance, December 31, 2020

 

 

553,956

 

 

$

18.08

 

 

 

 

 

$

8,508

 

Granted

 

 

111,355

 

 

 

23.49

 

 

 

 

 

 

 

Exercised

 

 

(5,798

)

 

 

10.98

 

 

 

 

 

 

 

Forfeited

 

 

(34,586

)

 

 

16.91

 

 

 

 

 

 

 

Balance, December 31, 2021

 

 

624,927

 

 

$

19.17

 

 

 

7.0

 

 

$

1,979

 

Granted

 

 

253,870

 

 

 

13.00

 

 

 

 

 

 

 

Exercised

 

 

(21,378

)

 

 

13.87

 

 

 

 

 

 

 

Forfeited

 

 

(133,643

)

 

 

18.14

 

 

 

 

 

 

 

Balance, December 31, 2022

 

 

723,776

 

 

$

17.36

 

 

 

6.2

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(273,040

)

 

 

16.93

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

450,736

 

 

$

17.62

 

 

 

6.1

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2023

 

 

294,988

 

 

$

19.04

 

 

 

5.2

 

 

$

 

Vested and Expected to Vest December 31, 2023

 

 

450,736

 

 

$

17.62

 

 

 

6.1

 

 

$

 

The aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on December 31. There were no options exercised during 2023. The intrinsic value of stock options exercised during 20202022 and 20182021 was $0.5 millionzero and $0.3$35.3 million,thousand, respectively. There were 0 stock options exercised during 2019.

As of December 31, 2020,2023, total unrecognized compensation cost related to unvested options was approximately $1.3$0.7 million, net of estimated forfeitures, which is expected to be recognized over a weighted average period of approximately 2.81.9 years.

58

The fair value of each stock option award is estimated by management on the date of the grant using the Black-Scholes-Merton option pricing model. There were no stock options granted during 2023. The weighted average fair value of options granted during 2020, 20192022 and 20182021 was $6.20, $4.32$7.13 and $10.69,$13.30, respectively.

The following are the average assumptions for the periods noted:with options granted:

 

Year Ended December 31,

 

 

 

2022

 

 

 

 

2021

 

 

Expected Dividend Rate

 

 

%

 

 

%

Expected Stock Price Volatility

 

60

 

 

%

 

 

65

 

%

Risk-Free Interest Rate

 

2.6

 

 

%

 

 

1.0

 

%

Expected Term of Options

 

5.5

 

 

years

 

 

5.5

 

years

Year Ended December 31, 

 

    

2020

    

2019

    

2018

 

Expected dividend rate

    

0

%  

0

%  

0

%

Expected stock price volatility

57

%  

55

%  

55

%

Risk-free interest rate

1.1

%  

2.1

%  

2.8

%

Expected term of options

5.5

 years  

5.5

 years  

5.5

years  

The expected stock price volatility is based on the historical volatility of the Company’s stock price. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior.

51


Restricted SharesStock Awards

The following table summarizes activity related to employee restricted shares:stock awards ("RSAs"):

    

    

Weighted Average 

Grant Date Fair 

Shares

Value

Nonvested, December 31, 2017

 

479,746

$

18.71

 

 

 

 

Weighted Average

 

 

 

 

 

Grant Date Fair

 

 

Shares

 

 

Value

 

Nonvested, December 31, 2020

 

 

702,135

 

 

$

11.36

 

Granted

 

224,835

 

22.39

 

 

251,647

 

 

 

23.03

 

Released

 

(137,064)

 

18.67

 

 

(227,550

)

 

 

12.05

 

Forfeited

 

(80,305)

 

17.98

 

 

(95,771

)

 

 

14.50

 

Nonvested, December 31, 2018

 

487,212

$

20.54

Nonvested, December 31, 2021

 

 

630,461

 

 

$

15.29

 

Granted

 

661,784

 

10.35

 

 

455,598

 

 

 

14.63

 

Released

 

(130,721)

 

11.09

 

 

(182,210

)

 

 

14.60

 

Forfeited

 

(107,309)

 

14.71

 

 

(266,742

)

 

 

13.71

 

Nonvested, December 31, 2019

 

910,966

$

15.18

Nonvested, December 31, 2022

 

 

637,107

 

 

$

15.68

 

Granted

 

474,877

 

10.53

 

 

2,234,086

 

 

 

3.78

 

Released

 

(230,696)

 

12.85

 

 

(181,971

)

 

 

14.50

 

Forfeited

 

(283,121)

 

13.70

 

 

(469,069

)

 

 

6.67

 

Nonvested, December 31, 2020

 

872,026

$

13.75

Nonvested, December 31, 2023

 

 

2,220,153

 

 

$

5.68

 

Additionally, the Company’s non-employee directors are compensated with an annual RSA grant with a vesting period of one year. The amount of outstanding unvested RSAs granted to non-employee directors was 166,666, 43,139, and 18,306 shares on December 31, 2023, 2022, and 2021, respectively. The RSAs granted to non-employee directors had weighted average grant date fair values of $3.30, $11.01, and $22.94 in 2023, 2022, and 2021, respectively.

The fair value of restricted shares released during 2020, 20192023, 2022 and 20182021 was $2.0$0.9 million, $1.5$2.9 million and $2.9$6.8 million, respectively. As of December 31, 2020,2023, total unrecognized compensation cost related to unvested restricted shares was approximately $$4.76.4 million, net of estimated forfeitures, which is expected to be recognized over a weighted average period of approximately 2.32.0 years.

The Company granted a target of 94,591292,130 performance-based RSAs with a grant date fair value of $1.3 million during 2023, a target of 94,621 performance-based awards with a grant date fair value of $0.9$1.5 million during 20202022, and a target of 100,28147,768 performance-based awards with a grant date fair value of $1.1$1.1 million during 2019.2021. The 2020 performance-based awardsperformance based RSAs were grantedawarded to certain members of senior management in connection with the achievement of specific key financial metrics and a relative total shareholder return multiplethat will be measured over aseparate respective three-year periodperiods and alsowhich will vest over a three-year period. The number of 2020 performance-based awards that will ultimately vest is contingent upon the achievement of these key financial metrics and the results of the relative total shareholder return multiple byat the end of year three.each respective three-year period if the respective performance conditions are met. The Company assesses the probability of achieving these metrics on a quarterly basis. The 2019 performance-based awards were granted to certain members of senior management in connection with the

59

achievement of specific key financial metrics measured over a two-year period and vest over a three-year period. As of December 31, 2020 the number of performance-based awards that will ultimately vest, assuming the service period is reached, was finalized based on the achievement of specific key financial metrics. For these performance-based awards, the Company recognizes the fair value expense ratably over the performance and vesting period. There were 105,165zero and 4,000 and119,884 performance-based shares forfeited during 20202023 and 2019,2022, respectively. Performance-based awardsRSA grants, releases and forfeitures are included above in the Restricted Shares table.

Stock Appreciation Rights

The following table summarizes activity related to SARs:

    

    

    

Remaining 

    

Weighted 

Average 

Aggregate 

Average 

Contractual 

Intrinsic 

Shares

Exercise Price

Term (Years)

Value

Balance, December 31, 2017

 

16,550

$

18.10

 

8.6

$

251

Granted

 

1,738

 

23.31

 

  

 

  

Exercised

Forfeited

 

(335)

 

86.16

 

  

 

  

Balance, December 31, 2018

 

17,953

$

17.33

 

7.8

$

Granted

 

 

 

  

 

  

Exercised

 

 

 

  

 

  

Forfeited

 

(17,708)

 

16.44

Balance, December 31, 2019

 

245

$

82.08

 

3.4

$

Granted

 

 

 

  

 

  

Exercised

 

 

 

  

 

  

Forfeited

 

 

 

  

 

  

Balance, December 31, 2020

 

245

$

82.08

 

2.4

$

0

Exercisable at December 31, 2020

 

245

$

82.08

 

2.4

$

The fair value method, estimated by management using the Black-Scholes-Merton option pricing model, is used to recognize compensation cost associated with SARs.

Note 8. Income Taxes

The components of (loss) income (loss) before income taxes were as follows:

Year Ended December 31, 

    

2020

    

2019

    

2018

United States

$

55,874

    

$

13,830

    

$

(52,473)

Foreign

 

(2,234)

 

(878)

 

(927)

Total Income (Loss) before Income Taxes

$

53,640

$

12,952

$

(53,400)

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

United States

 

$

(90,093

)

 

$

(13,520

)

 

$

52,780

 

Foreign

 

 

 

 

 

(18

)

 

 

10

 

Total (Loss) Income before Income Taxes

 

$

(90,093

)

 

$

(13,538

)

 

$

52,790

 

52

60

The (benefit) expense for income taxes consisted of the following:

Year Ended December 31, 

    

2020

    

2019

    

2018

 

Year Ended December 31,

 

 

2023

 

 

2022

 

 

2021

 

Current

    

  

    

  

    

  

 

 

 

 

 

 

 

 

 

Federal

$

1,868

$

2,550

$

 

$

102

 

 

$

(37

)

 

$

9,444

 

State

 

2,315

 

1,015

 

607

 

 

(746

)

 

 

883

 

 

 

1,290

 

Foreign

 

67

 

90

 

132

 

 

66

 

 

 

58

 

 

 

82

 

Total Current

 

4,250

 

3,655

 

739

 

 

(578

)

 

 

904

 

 

 

10,816

 

 

 

 

 

 

 

 

 

 

Deferred

 

  

 

  

 

  

 

 

 

 

 

 

 

 

 

Federal

 

(9,671)

 

(203)

 

140

 

 

10,416

 

 

 

(2,030

)

 

 

961

 

State

 

(2,366)

 

(163)

 

100

 

 

3,563

 

 

 

(331

)

 

 

(685

)

Total Deferred

 

(12,037)

 

(366)

 

240

 

 

13,979

 

 

 

(2,361

)

 

 

276

 

Income Tax (Benefit) Expense

$

(7,787)

$

3,289

$

979

Income Tax Expense (Benefit)

 

$

13,401

 

 

$

(1,457

)

 

$

11,092

 

A reconciliation to the statutory tax rate is as follows:

Tax expense in the amount of $0.8 million and $0.5 million was recognized as a component of income tax expense during 2020 and 2019, respectively, resulting from the exercise of stock options and the release of restricted shares.

Year Ended December 31, 

 

2020

    

2019

    

2018

 

Income Tax Expense (Benefit) at Federal Statutory Rate

$

11,264

21.0

%  

$

2,720

    

21.0

%  

$

(11,214)

    

21.0

%

Increases (Decreases):

 

 

  

 

  

 

  

 

  

State Income Taxes, Net of Federal Income Tax Benefit

 

1,949

3.6

%  

 

425

 

3.3

%  

 

723

 

(1.3)

%

Valuation Allowance

 

(21,363)

(39.8)

%  

 

668

 

5.2

%  

 

3,897

 

(7.3)

%

Foreign Operations

 

2,431

4.5

%  

 

90

 

0.7

%  

 

132

 

(0.3)

%

Uncertain Tax Positions

%  

174

1.3

%  

2,919

 

(5.5)

%  

Non-Deductible Fines and Penalties

 

2

%  

 

6

 

%  

 

4,011

 

(7.5)

%

CARES Act Rate Differential

(1,751)

(3.3)

%  

%  

%

Other

 

(319)

(0.5)

%  

 

(794)

 

(6.1)

%  

 

511

 

(0.9)

%

Income Tax (Benefit) Expense

$

(7,787)

 

(14.5)

%  

$

3,289

 

25.4

%  

$

979

 

(1.8)

%

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Income Tax (Benefit) Expense at Federal Statutory Rate

 

$

(18,920

)

 

 

21.0

%

 

$

(2,843

)

 

 

21.0

%

 

$

11,088

 

 

 

21.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increases (Decreases):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State Income Taxes, Net of Federal Income
   Tax Benefit

 

 

(4,480

)

 

 

5.0

%

 

 

363

 

 

 

(2.7

)%

 

 

2,086

 

 

 

4.0

%

Change in Valuation Allowance and Loss
   Carryforwards

 

 

36,640

 

 

 

(40.7

)%

 

 

 

 

 

 

 

 

(2,698

)

 

 

(5.1

)%

Foreign Operations

 

 

52

 

 

 

(0.1

)%

 

 

58

 

 

 

(0.4

)%

 

 

365

 

 

 

0.7

%

Uncertain Tax Positions

 

 

5

 

 

 

0.0

%

 

 

(208

)

 

 

1.5

%

 

 

242

 

 

 

0.4

%

Non-Deductible Items

 

 

104

 

 

 

(0.1

)%

 

 

1,091

 

 

 

(8.1

)%

 

 

(228

)

 

 

(0.4

)%

Other

 

 

 

 

 

 

 

 

82

 

 

 

(0.5

)%

 

 

237

 

 

 

0.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense (Benefit)

 

$

13,401

 

 

 

(14.9

)%

 

$

(1,457

)

 

 

10.8

%

 

$

11,092

 

 

 

21.0

%

53

61

The tax effects of temporary differences that result in significant portions of the deferred tax accounts based on a 21% federal rateenacted statutory rates in both 20202023 and 2019,2022, are as follows:

December 31, 

    

2020

2019

 

December 31,

 

 

2023

 

 

2022

 

Deferred Tax Liabilities:

 

  

    

  

 

 

 

 

 

 

Operating Lease Right-of-Use Assets

$

(28,579)

$

(31,804)

 

$

(36,082

)

 

$

(32,336

)

Depreciation and Amortization and Other

(14,532)

(9,676)

Depreciation

 

 

(6,025

)

 

 

(13,981

)

Other Accruals and Reserves

 

 

(483

)

 

 

 

Total Gross Deferred Tax Liabilities

 

(43,111)

 

(41,480)

 

 

(42,590

)

 

 

(46,317

)

 

 

 

 

 

 

Deferred Tax Assets:

 

  

 

  

 

 

 

 

 

 

Operating Lease Liabilities

31,365

34,419

 

 

37,863

 

 

 

34,974

 

Stock-Based Compensation Expense

 

2,155

 

2,611

 

 

2,708

 

 

 

1,840

 

Legal Settlement Reserves

7,998

11,774

 

 

4,639

 

 

 

5,853

 

Other Accruals and Reserves

 

4,718

 

5,054

 

 

2,270

 

 

 

2,816

 

Employee Benefits

 

3,616

 

1,169

 

 

972

 

 

 

949

 

Inventory Reserves

 

1,241

 

1,311

 

 

1,859

 

 

 

1,107

 

Inventory Capitalization

 

2,790

 

3,194

 

 

3,847

 

 

 

5,067

 

Foreign Net Operating Loss Carryforwards

 

2,674

 

3,341

Amortization

 

 

411

 

 

 

586

 

Disallowed Business Interest Carryforwards

 

 

2,834

 

 

 

 

Net Operating Loss Carryforwards

250

2,444

 

 

20,942

 

 

 

6,297

 

Capital Loss Carryforwards and Other

 

3,538

 

2,723

Other

 

 

602

 

 

 

525

 

Total Gross Deferred Tax Assets

 

60,345

 

68,040

 

 

78,947

 

 

 

60,014

 

Less: Valuation Allowance

 

(5,623)

 

(26,986)

 

 

(36,640

)

 

 

 

Total Deferred Tax Assets

 

54,722

 

41,054

 

 

42,307

 

 

 

60,014

 

Net Deferred Tax Asset (Liability)

$

11,611

$

(426)

Net Deferred Tax (Liabilities) Asset

 

$

(283

)

 

$

13,697

 

The Company continues to monitor developments by federal and state rulemaking authorities regarding tax law changes and recognizes the impact of these law changes in the period in which they are enacted.

In 2023, the Company established a valuation allowance on its net deferred tax assets. As of December 31, 2019,2023, the Company hadhas a full valuation allowance of $27 million recorded againston its net deferred tax assets as theof $36.6 million. As of December 31, 2023, The Company was in a consolidated cumulative three-year loss position,position. The Company intends to maintain a valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period that the release is recorded. However, any adjustments to the Company’s valuation allowance will depend on current year earnings and the Company was not relying upon projectionsestimates of future taxable income in assessing their recoverability.  The Company assesses the available evidence on a quarterly basis to assess if, based on the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assetsand will not be realized.  The Company was no longer in a consolidated cumulative three-year loss position at December 31, 2020.  Based on the Company’s evaluation at a jurisdictional level as of December 31, 2020, the Company released valuation allowances of $20 millionmade in the fourth quarterperiod such determination is made.

For 2023, we reported a $13.4 million income tax expense, or an effective rate of 2020 in jurisdictions where the Company believes sufficient future taxable income, including consideration of future performance, market or economic conditions, will be generated(14.9) %, compared to use existing deferred tax assets.  This release of the valuation allowance resulted in noncashan income tax benefit of $1.5 million, or an effective rate of 10.8% in 2022. The effective income tax rate was impacted by the fourth quarterestablishment of 2020 of $20 million. At December 31, 2020 the Company’s remaininga full valuation allowance was $5.6in 2023. For 2021, the Company reported an income tax expense of $11.1 million, including the releaseor an effective rate of the valuation allowance and a $1.7 million adjustment to valuation allowances associated with deferred taxes for foreign operations. The amount of the deferred tax assets considered realizable could be adjusted in future periods if evidence warrants such a change.21.0%.

As of December 31, 20202023 and 2019,2022, respectively, the Company had 0 remaining U.S.U.S federal net operating loss carryforward.carryforward of $77 million and $20 million. As of December 31, 20202023 and 2019,2022, respectively, the Company had state net operating loss carryforwardscarryforward of $4$89 million and $39$37 million, which begin to expire in 2025.2026. The Company had foreigndeferred tax assets associated with the federal and state net operating loss carryforwards of $14 million and $12 million atwere fully offset by the valuation allowance. The Company had no foreign operating loss carryforwards on December 31, 20202023 and 2019, respectively, which begin to expire in 2030.2022.

The Company paid income taxes (net of refunds) of $10$(5.1) million, $4.8 million, and $0.2$11 million in 20202023, 2022 and 2019,2021, respectively.

62

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company amended its 2018 tax return with respect to CARES Act items and carried the 2018 NOL back to 2013 resulting in a cash tax refund of $5 million, received in the third quarter 2020. 

As of December 31, 20202023 and 2019,2022, respectively, the Company had $0.2$0.2 million and $0.2 million of gross unrecognized tax benefits related to Uncertain Tax Positions ($0.2 million and $0.2 million net of federal tax benefit)benefit, respectively). It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of the uncertain tax positions will increase or decrease during the next 12 months; however, the Company does not expect the change in uncertain tax positions to have a significant effect on its results of operations, financial position, or cash flows.

54


A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:

Year Ended December 31, 

2020

2019

Balance at beginning of year

$

225

 

$

3,610

 

Increase for tax positions related to current year

 

 

 

174

 

Decrease for tax positions related to prior years

 

 

 

(3,443)

 

Settlements

 

 

 

(116)

 

Balance at end of year

$

225

 

$

225

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Balance at Beginning of Year

 

$

170

 

 

$

375

 

Increase for Tax Positions Related to Current Year

 

 

5

 

 

 

95

 

Decrease for Tax Positions Related to Prior Years

 

 

(1

)

 

 

(300

)

Settlements

 

 

 

 

 

 

Balance at End of Year

 

$

174

 

 

$

170

 

The Company files income tax returns with the U.S. federal government and various statestates and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. As of December 31, 2020,2023, the Company is under audit by the Internal Revenue Service has completed auditsfor the year 2018, relating primarily to the reported federal net operating loss carryforwards in the filed 2018 Form 1120. As of December 31, 2023, there are no known liabilities associated with that audit.

In February 2022, the Company received sales tax and use tax assessments from the Commonwealth of Virginia covering part of 2014 through 2017. The Company believes there are factual errors, is disputing this assessment, and will defend itself vigorously in this matter. The Company is pursuing an administrative appeal, which was filed on April 15, 2022. The Company continues to monitor this process and are awaiting a response to our appeal as of December 31, 2023. Upon careful consideration and examination, the Company computed and recorded a contingent liability for $0.3 million, included in accrued expenses in the Consolidated Balance Sheets. The estimated liability is adjusted upon the payment of sales tax related to the accrual, the changes in state tax laws that may impact the accrual and the expiration of the Company’s income tax returns through 2016.statute of limitations for open years under review. The liability includes significant judgments and estimates that may change in the future, and the actual liability may be different from our current estimate.

Note 9. 401(k) Plan

The Company maintains a plan, qualified under Section 401(k) of the Internal Revenue Code, for all eligible employees. Employees are eligible to participate following the completion of threetwo months of service and attainment of age 21.18. The plan is a safe harbor plan, with company matching contributions of 100%100% of the first 3%3% of employee contributions and 50%50% of the next 2%2% of employee contributions. Both deferrals and Roth contributions are allowed up to 50%90% of an employee’s eligible compensation, subject to annual IRS limits. Additionally, employees are immediately 100%100% vested in the Company’s matching contributions. The Company’s matching contributions, included in SG&A expenses, totaled $3.8$3.1 million, $2.8$3.3 million and $2.6$3.3 million in 2020, 20192023, 2022 and 2018,2021, respectively.

6355


Note 10. Commitments and Contingencies

The following chart shows the activity related to the Balance Sheet “Accrual for Legal Matters and Settlements-Current”. The matters themselves are described in greater detail in the paragraphs that follow the chart.

January 1, 2019

December 31, 2019

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Litigation Matter

Accrual for Legal Matters

Accrual for Legal Matters

 

Accrual for Legal Matters

 

 

 

 

 

Settlement

 

 

Vouchers

 

 

Vouchers

 

 

Accrual for Legal Matters

 

Description

and Settlements - Current

Accruals

Settlement Payments

Vouchers Redeemed

and Settlements - Current

 

and Settlements - Current

 

 

Accruals

 

 

Payments

 

 

Redeemed

 

 

Expired

 

 

and Settlements - Current

 

 

(in thousands)

 

MDL

$

35,500

$

$

$

$

35,500

 

$

9,070

 

 

$

 

 

$

 

 

$

(2,115

)

 

$

(3,607

)

 

$

3,348

 

SEC/DOJ

33,000

(33,000)

Gold

28,000

(1,000)

27,000

 

 

12,864

 

 

 

 

 

 

 

 

 

(1,292

)

 

 

 

 

$

11,572

 

Kramer

4,750

4,750

Other Matters

1,125

350

(1,254)

221

 

 

225

 

 

 

544

 

 

 

(345

)

 

 

 

 

 

 

 

$

424

 

$

97,625

$

5,100

$

(35,254)

$

$

67,471

January 1, 2020

December 31, 2020

 

$

22,159

 

 

$

544

 

 

$

(345

)

 

$

(3,407

)

 

$

(3,607

)

 

$

15,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

Litigation Matter

Accrual for Legal Matters

Accrual for Legal Matters

 

Accrual for Legal Matters

 

 

 

 

 

Settlement

 

 

Vouchers

 

 

Vouchers

 

 

Accrual for Legal Matters

 

Description

and Settlements - Current

Accruals

Settlement Payments

Vouchers Redeemed

and Settlements - Current

 

and Settlements - Current

 

 

Accruals

 

 

Payments

 

 

Redeemed

 

 

Expired

 

 

and Settlements - Current

 

 

(in thousands)

 

MDL

$

35,500

$

$

(21,500)

1

$

$

14,000

2

 

$

10,656

 

 

$

 

 

$

 

 

$

(1,586

)

 

$

 

 

$

9,070

 

SEC/DOJ

Gold

27,000

2,000

(13,000)

16,000

2

 

 

14,885

 

 

 

 

 

 

 

 

 

(2,021

)

 

 

 

 

 

12,864

 

Kramer

4,750

(4,750)

Mason

 

 

7,000

 

 

 

129

 

 

 

(7,129

)

 

 

 

 

 

 

 

$

 

Other Matters

221

507

(330)

398

 

 

1,070

 

 

 

174

 

 

 

(1,019

)

 

 

 

 

 

 

 

$

225

 

$

67,471

$

2,507

$

(39,580)

$

$

30,398

 

$

33,611

 

 

$

303

 

 

$

(8,148

)

 

$

(3,607

)

 

$

 

 

$

22,159

 

1$21.5 million was paid into an escrow account for MDL in 2019 and recorded as “Deposit Legal Settlement” on the consolidated balance sheet. In the fourth quarter of 2020, the liability and deposit were relieved as the funds were distributed.
2The remaining accrual will be fulfilled by redeeming vouchers as discussed below.

Employment Cases

Mason Lawsuit

Litigation Related to Formaldehyde-Abrasion MDLs

In August 2017, Ashleigh 2018, the Company entered into a settlement agreement to resolve claims related to Chinese-manufactured laminate products (the “Formaldehyde-Abrasion MDL”). Under the terms of the settlement agreement, the Company funded $22.0 million in cash and provided $14.0 million in store-credit vouchers for an aggregate settlement amount of $36.0 million to settle claims. Cash and vouchers, which generally have a three-year life, were distributed by the administrator in the fourth quarter of 2020. The Company will monitor and evaluate the redemption of vouchers on a quarterly basis. The Company intends for recipients to redeem their vouchers for product, as this compensation was provided as part of the legal settlement and is available for redemption until expiration. The rules on the expiration or escheat of any unused vouchers vary by state, and to the extent any expire unused, they will be terminated in accordance with those respective rules.

As of December 31, 2023, the remaining accrual related to these matters was $3.3 million for vouchers. As $2.1 million of vouchers were redeemed during the twelve months ended December 31, 2023, the Company reduced the accrual for legal matters and settlements for the full amount, relieved inventory at its cost, and the remaining amount -- the gross margin for the items sold of $0.7 million was recorded as a reduction in “Selling, General and Administrative Expenses” (“SG&A”) on the consolidated statement of operations. The Company included those amounts in “MDL” in the chart above.

As of December 31, 2023, of the $3.6 million of vouchers expired, $1.4 million expired and cannot be redeemed after expiration and was recorded as a reduction in SG&A. The remainder, or $2.2 million of the expired vouchers, are subject to escheatment and were reclassified as other liabilities accordingly.

Litigation Relating to Bamboo Flooring

In 2019, the Company finalized a settlement agreement to resolve claims related to Morning Star bamboo flooring (the “Gold Litigation”). Under the terms of the settlement agreement, the Company contributed $14.0 million in cash and provided $16.0 million in store-credit vouchers, for an aggregate settlement of up to $30.0 million. Cash and vouchers, which generally have a three-year life, were distributed by the administrator in 2021. The Company will monitor and evaluate the redemption of vouchers on a quarterly basis. The Company’s current expectation is that recipients bargained for this compensation as part of the settlement and therefore will redeem their voucher for product as intended.

As of December 31, 2023, the remaining accrual related to these matters was $11.6 million for vouchers. As $1.3 million of vouchers were redeemed during the twelve months ended December 31, 2023, the Company reduced the accrual for legal matters and settlements for the full amount, relieved inventory at its cost, and the remaining amount -- the gross margin for the items sold of $0.4 million was recorded as a reduction in SG&A on the consolidated statement of operations. The Company included those amounts in “Gold” in the chart above.

56


Mason Dan Morse, Ryan Carroll and Osagie Ehigie filedLawsuit

In the second quarter of 2022, the Company paid $7.1 million in settlement of a purported collective and class action lawsuit in the United States District Court for the Eastern District of New York on behalf of all current and former store managers, store managers in training, installation sales managers and similarly situated current and former employees (collectively, the “Mason"Mason Putative Class Employees”Employees") alleging that the Company violated the Fair Labor Standards Act (“FLSA”("FLSA") and New York Labor Law (“NYLL”("NYLL") by classifying the Mason Putative Class Employees as exempt.exempt (the "Mason matter"). The alleged violations include failure to pay for overtime work. The plaintiffs sought certification ofCompany included the Mason Putative Class Employees for (i) a collective action covering the period beginning three years prioramounts related to the filing of the complaint (plus a tolling period) through the disposition of this action for the Mason Putative Class Employees nationwide in connection with FLSA and (ii) a class action covering the period beginning six years prior to the filing of the complaint (plus a tolling period) through the disposition of this action for members of the Mason Putative Class Employees who currently are or were employed in New York in connection with NYLL. The plaintiffs did not quantify any alleged damages but, in addition to attorneys’ fees and costs, the plaintiffs seek class certification, unspecified amounts for unpaid wages and overtime wages, liquidated and/or punitive damages, declaratory relief, restitution, statutory penalties, injunctive relief and other damages.

64

In November 2018, the plaintiffs filed a motion requesting conditional certification for all store managers and store managers in training who worked within the federal statute of limitations period. In May 2019, the magistrate judge granted plaintiffs’ motion for conditional certification. The litigation is in the discovery stage, which was extended by the Court from May 2020 to December 18, 2020, and the deadline has again been extended to May 30, 2021. On January 6, 2021, the magistrate judge ruled in favor of a motion by the Company to exclude from the Mason Putative Class the claims of 55 opt-in plaintiffs who participated in a prior California state class-action settlement that released all claims arising from the same facts on which the Mason matter is based.

The Company disputes the Mason Putative Class Employees’ claims and continues to defend the matter vigorously. The Company has agreed to participate in a mediation early in the second quarter of 2021. Given the uncertainty of litigation, and the fact that a significant amount of discovery has yet to be completed, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this action and therefore no accrual has been made related to this matter. Any such losses could, potentially, have a material adverse effect, individually or collectively, on the Company’s results of operations, financial condition and liquidity.

Savidis Lawsuit

On April 9, 2020, Lumber Liquidators was served with a lawsuit filed by Tanya Savidis, on behalf of herself and all others similarly situated (collectively, the “Savidis Plaintiffs”). Ms. Savidis filed a purported class action lawsuit in the Superior Court of California, County of Alameda on March 6, 2020, on behalf of all current and former Lumber Liquidators employees employed as non-exempt employees. The complaint alleges violation of the California Labor Code including, among other items, failure to pay minimum wages and overtime wages, failure to provide meal periods, failure to permit rest breaks, failure to reimburse business expenses, failure to provide accurate wage statements, failure to pay all wages due upon separation within the required time, and engaging in unfair business practices (the “Savidis matter”). On or about May 22, 2020, the Savidis Plaintiffs provided notice to the California Department of Industrial Relations requesting they be permitted to seek penalties under the California Private Attorney General Act for the same substantive alleged violations asserted in the Complaint. The Savidis Plaintiffs seek certification of a class action covering the prior four-year period prior to the filing of the complaint to the date of class certification (the “California Employee Class”), as well as a subclass of class members who separated their employment within three years of the filing of the suit to the date of class certification (the “Waiting Time Subclass”). The Savidis Plaintiffs did not quantify any alleged damages but, in addition to attorneys’ fees and costs, seek statutory penalties, unspecified amounts for unpaid wages, benefits, and penalties, interest, and other damages.

The Company disputes the Savidis Putative Class Employees’ claims and intends to defend the matter vigorously. Given the uncertainty of litigation, the preliminary stage of the case and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss, if any, that may result from this action and therefore no accrual has been made related to this. Any such losses could, potentially, have a material adverse effect, individually or collectively, on the Company’s results of operations, financial condition and liquidity.

Visnack Lawsuit

On June 29, 2020, Michael Visnack, on behalf of himself and all others similarly situated (collectively, the “Visnack Plaintiffs”) filed a purported class action lawsuit in the Superior Court of California, County of San Diego, on behalf of all current and former store managers, and others similarly situated. The Complaint alleges violation of the California Labor Code including, among other items, failure to pay wages and overtime, wage statement violations, meal and rest break violations, unpaid reimbursements and waiting time, and engaging in unfair business practices (the “Visnack matter”). The Visnack Plaintiffs seek certification of a class period beginning September 20, 2019, through the date of Notice of Class Certification, if granted. The Visnack Plaintiffs did not quantify any alleged damages but, in addition to attorneys’ fees and costs, they seek unspecified amounts for each of the causes of action such as unpaid wages and overtime wages, failure to provide meal periods and rest breaks, payroll record and wage statement violations, failure to reimburse expenses and waiting time, liquidated and/or punitive damages, declaratory relief, restitution, statutory penalties, injunctive relief and other damages.

65

On December 14, 2020, the court ruled in favor of a motion by the Company to compel arbitration for Michael Visnack under the existing agreement between the Company and Mr. Visnack. The court declined to outright dismiss the putative class claims but stayed the putative class claims and Private Attorneys General Act claims pending arbitration. The court denied plaintiff’s request to conduct discovery.

The Company is evaluating the Visnack Putative Class Employees' claims and intends to defend itself vigorously in this matter. Given the uncertainty of litigation, the preliminary stage of the case and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss, if any, that may result from this action and therefore no accrual has been made related to this. Any such losses could, potentially, have a material adverse effect, individually or collectively, on the Company’s results of operations, financial condition and liquidity.

In December 2020, the Company began contacting individuals who constitute the purported classes under both the Savidis and Visnack Lawsuits and has offered individual settlements in satisfaction of their claims. To the extent individuals accept these settlement offers, they will release the Company from the claims and be removed from the purported class. As of February 15, 2021, the Company had reached agreement with a portion of the purported classes incurring approximately $200 thousand in fees, taxes, and other costs. The Company included those amounts in “Other Matters” in the chart above.

Kramer lawsuit

In November 2017, Robert J. Kramer, on behalf of himself and all others similarly situated (collectively, the “Kramer Plaintiffs”) filed a purported class action lawsuit in the Superior Court of California, County of Sacramento on behalf of all current and former store managers, all others with similar job functions and/or titles and all current and former employees classified as non-exempt or incorrectly classified as exempt and who worked for the Company in the State of California alleging violation of the California Labor Code including, among other items, failure to pay wages and overtime and engaging in unfair business practices (the “Kramer matter”). The Company reached settlement for this matter for $4.75 million in the third quarter of 2019 and paid that amount to the settlement administrator in the second quarter of 2020 for distribution to class members.

66

Antidumping and Countervailing Duties Investigation

In October 2010, a conglomeration of domestic manufacturers of multilayered wood flooring (“Petitioners”) filed a petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of multilayered wood flooring from China. This ruling applies to companies importing multilayered wood flooring from Chinese suppliers subject to the AD and CVD orders. The Company’s multilayered wood flooring imports from China accounted for approximately 4%3.0% and 6%4.9% of its flooring purchases in 20202023 and 2019,2022, respectively. The Company’s consistent view through the course of this matter has been, and remains, that its imports are neither dumped nor subsidized. As such, it has appealed the original imposition of AD and CVD fees.

As part of its processes in these proceedings, the DOC conducts annual reviews of the AD and CVD rates. In such cases, the DOC will issue preliminary rates that are not binding and are subject to comment by interested parties. After consideration of the comments received, the DOC will issue final rates for the applicable period, which may lag by a year or more. At the time of import, the Company makes deposits at the then prevailing rate, even while the annual review is in process. When rates are declared final by the DOC, the Company accruesrecognizes a receivable or accrues a payable depending on where that final rate compares to the deposits it has made. The final rate amounts are not accrued by the Company until the DOC publishes these rates or the Company receives a notice from CBP, as such the rate amounts are not probable or reasonably estimable until that time. The Company and/or the domestic manufacturers can appeal the final rate for any period and, and the DOC can place a hold on final settlement by U.S. Customs and Border ProtectionCBP while the appeals are pending.

In addition to its overall appeal of the imposition of AD and CVD, which is still pending, theThe Company as well as other involved parties have appealed many of the final rate determinations. Certain of those appeals are pending and, at times, have resulted in delays in settling the shortfalls and refunds shown in the table below.refunds. Because of the length of time for finalization of rates as well as appeals, any subsequent adjustment of AD and CVD rates typically flows through a period different from those in which the inventory was originally purchased and/or sold.

Results by periodDuring 2023, the Company received notice from CBP that its imports of multilayered hardwood from China for the Companyantidumping review period of December 1, 2012 to November 30, 2013 would be assessed at a 49.84% company-specific rate instead of the 3.92% weighted average rate published in the Federal Register. The change from the published weighted average rate to the company-specific antidumping duty rate resulted in a $16.2 million additional antidumping duty expense, of which $10.7 million adjustment to cost of sales for the principal balance and an additional $5.5 million in interest.

The outstanding AD and CVD principal balances are shown below. The column labeled ‘December 31, 2020 Receivable/Liability Balance’ representsdetailed in the amounttable that follows under the corresponding consolidated balance sheet line item. These amounts represent what the Company would receive or pay (net of any collections or payments) as the result of subsequent adjustment to rates whether due to finalization by the DOC or because of action of a court based on appeals by various parties. It doesThese amounts do not include any initial amounts paid for AD or CVD in the current period at the in-effect rate at that time.

The Company recorded net interest incomeexpense related to antidumping and countervailing duties of $0.6$5.6 million for the year ended December 31, 20202023 compared to net interest expenseincome of $0.6$0.1 million for the year ended December 31, 2019.2022. The amounts for both years are included in other expense on the Statements of Operations. The estimated associated interest payable and receivable for each period is not included in the table belowprincipal amounts listed above and is included in the same financial statement line item on the Company’s consolidated balance sheet as the associated liability and receivable balance for each period.

57

67


Antidumping

 

Review Period

 

Period Covered

 

Deposited Rates1

 

Determined Rates2

 

Other Current Assets

 

Other Current Liabilities

 

Other Long-Term Liabilities

 

 

 

 

 

 

 

 

 

(in thousands)

 

1

 

May 2011 - Nov 2012

 

6.78% / 3.30%

 

0.00%4

 

$

1

 

$

 

$

 

2

 

Dec 2012 - Nov 2013

 

3.30%

 

3.92% / 49.84%4

 

 

 

 

(327

)

 

 

3

 

Dec 2013 - Nov 2014

 

3.30% / 5.92%

 

0.00%4

 

 

1,819

 

 

 

 

 

4

 

Dec 2014 - Nov 2015

 

5.92% / 13.74%

 

0.00%5

 

 

 

 

 

 

 

5

 

Dec 2015 - Nov 2016

 

5.92% / 13.74% / 17.37%

 

0.00%5

 

 

 

 

 

 

 

6

 

Dec 2016 - Nov 2017

 

17.37% / 0.00%

 

42.57% / 0.00%3,4

 

 

503

 

 

 

 

(1,464

)

7

 

Dec 2017 - Nov 2018

 

0.00%

 

2.05%6

 

 

 

 

 

 

(95

)

8

 

Dec 2018 - Nov 2019

 

0.00%

 

0.00%3

 

 

 

 

 

 

 

9

 

Dec 2019 - Nov 2020

 

0.00%

 

39.27%3

 

 

 

 

 

 

(1,137

)

Total Principal Balance as of December 31, 2023

 

$

2,323

 

$

(327

)

$

(2,696

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Countervailing

 

Review Period

 

Period Covered

 

Deposited Rates1

 

Determined Rates2

 

Other Current Assets

 

Other Current Liabilities

 

Other Long-Term Liabilities

 

 

 

 

 

 

 

 

 

(in thousands)

 

1 & 2

 

Apr 2011 - Dec 2012

 

1.50%

 

0.83% / 0.99%4

 

$

26

 

$

 

$

 

3

 

Jan 2013 - Dec 2013

 

1.50%

 

1.38%4

 

 

37

 

 

 

 

 

4

 

Jan 2014 - Dec 2014

 

1.50% / 0.83%

 

1.06%4

 

 

16

 

 

 

 

 

5

 

Jan 2015 - Dec 2015

 

0.83% / 0.99%

 

0.11% / 0.85%4

 

 

73

 

 

 

 

 

6

 

Jan 2016 - Dec 2016

 

0.99% / 1.38%

 

3.10% / 2.96%4

 

 

 

 

(38

)

 

 

7

 

Jan 2017 - Dec 2017

 

1.38% / 1.06%

 

14.09%3

 

 

 

 

 

 

(1,087

)

8

 

Jan 2018 - Dec 2018

 

1.06%

 

6.13%3

 

 

 

 

 

 

(287

)

9

 

Jan 2019 - Dec 2019

 

0.00% / 0.85% / 2.96%

 

3.36% / 9.85%3

 

 

 

 

 

 

(81

)

Total Principal Balance as of December 31, 2023

 

$

152

 

$

(38

)

$

(1,455

)

Review

    

Rates at which

    

December 31, 2020

Period

Period Covered

Company

Final Rate

Receivable/Liability

Deposited

Balance

Antidumping

1

May 2011 through

6.78% and 3.3%

0.73%1

$1.3 million

November 2012

receivable1

2

December 2012 through

3.30%

3.92% 2

$0.2 million

November 2013

liability2

3

December 2013 through

3.3% and 5.92%

0.0%3

$4.7 million

November 2014

liability3

4

December 2014 through

5.92% and 13.74%

0.00%

Settled

November 2015

5

December 2015 through

5.92%. 13.74%. and 17.37%

0.00%

Settled

November 2016

6

December 2016 through

17.37% and 0.00%

42.57% and 0.0%4

$0.5 million receivable

November 2017

$1.5 million liability4

7

December 2017 through

0.00%

Pending5

NA

November 2018

Included on the Consolidated Balance Sheet in Other Current Assets

$0.5 million

Included on the Consolidated Balance Sheet in Other Assets

$1.3 million

Included on the Consolidated Balance Sheet in Other Long-Term Liabilities

$6.4 million

Countervailing

1&2

April 2011 through

1.50%

0.83% / 0.99%

$0.2 million

December 2012

receivable

3

January 2013 through
December 2013

1.50%

1.38%

$0.05 million
receivable

4

January 2014 through
December 2014

1.50% and 0.83%

1.06%

$0.02 million
receivable

5

January 2015 through
December 2015

0.83% and 0.99%

Final at 0.11% and 0.85%6

$0.07 million
receivable 6

6

January 2016 through
December 2016

0.99% and 1.38%

Final at 3.10% and 2.96%

$0.04 million
liability 7

7

January 2017 through
December 2017

1.38% and 1.06%

20.75%8

$1.7 million
liability 8

8

January 2018 through
December 2018

1.06%

Pending

NA

Included on the Consolidated Balance Sheet in Other Current Assets

$0.07 million

Included on the Consolidated Balance Sheet in Other Assets

$0.3 million

Included on the Consolidated Balance Sheet in Other Current Liabilities

$0.04 million

Included on the Consolidated Balance Sheet in Other Long-Term Liabilities

$1.7 million

1In the second quarter of 2018, the Court of International Trade sustained the DOC’s recommendation to reduce the rate for the first annual review period to 0.73% (from 5.92%). As a result, the Company reversed its $0.8 million liability and recorded a $1.3 million receivable with a corresponding reduction of cost of sales during the year ended December 31, 2018.

58

68


2In the second quarter of 2020, the CIT received a recommendation from

1These are the rates determined by the DOC to reduce the rate for the second annual review period to 3.92% (from 13.74%). The recommendation was accepted by the CIT in the fourth quarter of 2020, and the Company reversed $3.9 million of its $4.1 million liability, with a corresponding reduction to cost of sales.

3In the third quarter of 2020, the CIT received a recommendation from the DOC to reduce the rate for the third annual review period to 0.0% from 17.37%. If accepted by the CIT, the Company will reverse the entire $4.7 million liability currently recorded, with a corresponding reduction of cost of sales, as well as an additional $2.1 million receivable and favorable adjustment to cost of sales for deposits made at previous preliminary rates during the quarter when it is accepted.

4In the third quarter of 2019, the DOC issued the final rates for the sixth annual review period at 42.57% and 0% depending on the vendor. As a result, the Company recorded a liability of $0.8 million with a corresponding reduction of cost of sales during the year ended December 31, 2019. The Company received payments during 2019 for its vendor with a final rate of 0% and the remaining balance of $0.5 million as of December 31, 2020 was included in other current assets on the condensed consolidated balance sheet. The vendors with a final rate of 42.57% are under appeal and the balance of $1.5 million as of December 31, 2020 was included in other long-term liabilities on the condensed consolidated balance sheet.

5In the first quarter of 2020, the DOC issued a preliminary rate of 0.0% for the seventh annual review period.

6In the second quarter of 2018, the DOC issued the final rates for the fifth annual review period at 0.11% and 0.85% depending on the vendor.  As a result, in the second quarter of 2018, the Company recorded a receivable of $0.07 million for deposits made at previous preliminary rates, with a corresponding reduction of cost of sales.

7In the third quarter of 2019, the DOC issued the final rates for the sixth annual review period at 3.1% and 2.96% depending on the vendor. As a result, the Company recorded a liability of $0.4 million with a corresponding increase to cost of sales during the year ended December 31, 2019. The remaining balance, after payments, was approximately $40 thousand as of December 31, 2020.

8In the fourth quarter of 2020, the DOC issued the final rate 20.75% for the seventh annual review period. As a result, the Company recorded a liability of $1.7 million with a corresponding increase to cost of sales during the year ended December 31, 2020.

Governmental Investigations: DOJ Deferred Prosecution Agreement and SEC Resolution

Beginning in 2015, the Company received subpoenas in connection with a criminal investigation conducted by the DOJ and the SEC. The focus of the investigations related to compliance with disclosure and financial reporting and requirements under the federal securities laws. The Company cooperated with the investigations and produced documents and other information responsive to subpoenas and other requests. The Company reached an agreement with the U.S. Attorney, the DOJ and SEC regarding the investigation (the “Settlement Agreements”). In March of 2019, the Company entered into a Deferred Prosecution Agreement (“DPA”) with the U.S. Attorney and the DOJ and a Cease-and-Desist Order (the “Order”) with the SEC, under which, among other things, the Company (1) paid a fine in the amount of $19.1 million to the United States Treasury, (2) forfeited to the U.S. Attorney and the DOJ the sum of $13.9 million, of which up to $6.1 million was submitted by the Company to the SEC in disgorgement and prejudgment interest under the Order and (3) is required to adopt a new compliance program, or modify its existing one, including internal controls, compliance policies, and procedures in order to ensure that the Company maintains an effective system of internal account controls designed to ensure the making and keeping of fair and accurate books, records and accounts, as well as a compliance program designed to prevent and detect violations of certain federal securities laws throughout its operations. The DPA is effective for a period of three years, during which the Company submits annual reportsdeposited at upon import. Multiple rates are listed if the timing of the DOC update to the DOJ concerningdeposit rate fell within the compliance program.period, resulting in the remaining deposits for that period to be made at the updated rate.

2

The Settlement Agreements also provide that These rates represent the Company will continue to cooperate with the U.S. Attorney, the DOJ and the SEC in all matters relating to the conduct described in the Settlement Agreements and, at the requestcurrent published weighted average rate after initial review or after finalization of the U.S. Attorney,appeals process, with multiple rates listed if applied to different producers and/or exporters.

3 This is the DOJ orpublished weighted average rate determined by the SEC,DOC for this period which is currently under appeal and, as a result, the Company will cooperate fully with other domestic or foreign law enforcement authorities and agencies in any investigationperiod remains open.

4 This is the final published weighted average rate determined by the DOC after completion of the Companyappeals process. Liquidation instructions have been issued, but CBP has not fully liquidated the entries in any and all matters relating tothis period. As such, the Settlement Agreements. In the event the Company breaches the DPA, there is a risk the government would seek to impose remedies provided for in the DPA, including instituting criminal prosecution against the Company.

period remains open.

The Company accrued a charge of $335 million within selling, general and administrative (SG&A) expenses in its December 31, 2018 financial statements, reflectingThis is the amounts owed underfinal published weighted average rate determined by the Settlement Agreements. During the second quarter of 2019, the Company remitted $33 million due to the applicable governmental parties and relieved the applicable portionDOC after completion of the liability in the caption “Accrual for Legal Mattersappeals process. This period of review has been completed and Settlements Current” on its balance sheet.

69

LitigationRelatingtoBamboo Flooringfully liquidated and is now closed.

6

Dana Gold filed a purported class action lawsuit in In October 2023, the United States District Courthigher weighted average rate of 2.05% offered by the DOC on appeal was accepted by the CIT for the Northern District of California alleging that the Morning Star bamboo flooring that the Company sells was defective (the “Gold Litigation”). In the third quarter of 2019, the parties finalized a settlement agreement that is consistent with the terms of the Memorandum of Understanding previously disclosed by the Company, to resolve the Gold Litigation on a nationwide basis. Under the terms of the settlement agreement, the Company contributed $14 million in cash (the “Gold Cash Payment”)seventh annual review period. The CVD appeals are still ongoing and provided $16 million in store-credit vouchers, for an aggregate settlement of up to $30 million. The settlement agreement made clear that the settlement does not constitute or include an admission by the Company of any fault or liabilityentries won’t liquidate until both AD and the Company does not admit any fault, wrongdoing or liability. Following the preliminary approval, and pursuant to the terms of the settlement agreement, in December 2019, the Company paid $1 million for settlement administrative costs, which is part of the Gold Cash Payment, to the plaintiff’s settlement escrow account.Notice has been disseminated to class members by the settlement administrator, and final approval was granted by the court on October 22, 2020. The Company has notified its insurance carriers and continues to pursue coverage, but the insurers to date have denied coverage. As the insurance claim is still pending, the Company has not recognized any insurance recovery related to the Gold Litigation.

The Company recognized a charge to earnings of $28 million within selling, general and administrative expense during the fourth quarter of 2018 as its loss became probable and estimable. During the third quarter of 2020, the Company recognized an additional charge to earnings for in-store vouchers of $2 million within selling, general and administrative expense as the Company became aware that a threshold in the settlement agreement was met. The Company paid the remaining $13 million of the Gold Cash Payment in the fourth quarter of 2020. As of December 31, 2020, the remaining accrual related to these matters was $16 million for vouchers, which has been included in the caption “Accrual for Legal Matters and Settlements Current” on its consolidated balance sheet. Based on a current court order, the vouchersCVD appeals are expected to be issued late in the second quarter of 2021.

In addition, there are a number of individual claims and lawsuits alleging damages involving Strand Bamboo Product (the “Bamboo Flooring Litigation”). While the Company believes that a loss associated with the Bamboo Flooring Litigation is reasonably possible, the Company is unable to reasonably estimate the amount or range of possible loss. Any such losses could, potentially, have a material adverse effect, individually or collectively, on the Company’s results of operations, financial condition and liquidity. The Company disputes the claims in the Bamboo Flooring Litigation and intends to defend such matters vigorously.

Litigation Related to Formaldehyde-Abrasion MDLs

Beginning in 2015, numerous purported class action cases were filed in various United States federal district courts and state courts involving claims of excessive formaldehyde emissions and product claims about durability and abrasion from the Company’s Chinese-manufactured laminate flooring products. The United States Judicial Panel on Multidistrict Litigation transferred and consolidated the federal cases to the United States District Court for the Eastern District of Virginia (the “Virginia Court”) as two cases: Lumber Liquidators Chinese-Manufactured Flooring Products Marketing, Sales, Practices and Products Liability Litigation (the “Formaldehyde MDL”) and Lumber Liquidators Chinese-Manufactured Laminate Flooring Durability Marketing and Sales Practices Litigation (the “Abrasion MDL”).

In 2018, the Company entered into a settlement agreement to jointly settle the Formaldehyde MDL and the Abrasion MDL. Under the terms of the settlement agreement, the Company agreed to fund $22 million (the “MDL Cash Payment”) and provide $14 million in store-credit vouchers for an aggregate settlement amount of $36 million to settle claims brought on behalf of purchasers of Chinese-manufactured laminate flooring sold by the Company between January 1, 2009 and May 31, 2015. The Court approved the settlement in the fourth quarter of, 2018 and the Company paid $21.5 million in cash into the plaintiffs’ settlement escrow account.

Cash and vouchers, which generally have a three-year life, were distributed by the administrator in the fourth quarter of 2020 upon order of the Virginia Court.The Company will monitor and evaluate the redemption of vouchers on a quarterly basis.  In order to reach an estimate, the Company will consider redemption velocity and patterns, remaining value – both on individual vouchers as well as collectively – of vouchers, and the passage of time. The Company will also consider consumer behaviors across both the MDL and Gold Settlements. The Company’s currentfinal.

70

expectation is that recipients bargained for this compensation as part of the settlement and therefore will redeem their voucher for product as intended.

The $36 million aggregate settlement amount was accrued in 2017. The Company had held $21.5 million of the Settlement as a deposit pending the appeals and the distribution of cash by the administrator, which occurred in the fourth quarter of 2020. As of December 31, 2020, the remaining accrual related to these matters was $14 million for vouchers, which has been included in the caption “Accrual for Legal Matters and Settlements – Current” on its consolidated balance sheet.

In addition to those purchasers who elected to opt out of the above settlement (the “Opt Outs”), there are a number of individual claims and lawsuits alleging personal injuries, breach of warranty claims or violation of state consumer protection statutes that remain pending (collectively, the “Related Laminate Matters”). Certain of these Related Laminate Matters were settled in 2019. The Company did 0t have any expense for these matters for the year ended December 31, 2020. As of December 31, 2020, the remaining accrual related to these matters was $0.1 million, which has been included in the caption “Accrual for Legal Matters and Settlements Current” on the consolidated balance sheet. For the year ended December 31, 2019, the Company recognized charges to earnings of $0.4 million within SG&A expenses for these Remaining Laminate Matters. While the Company believes that a further loss associated with the Opt Outs and Related Laminate Matters is possible, the Company is unable to reasonably estimate the amount or range of possible loss beyond what has been provided. Any such losses could, potentially, have a material adverse effect, individually or collectively, on the Company’s results of operations, financial condition and liquidity.

Canadian Litigation

On or about April 1, 2015, Sarah Steele (“Steele”) filed a purported class action lawsuit in the Ontario, Canada Superior Court of Justice against the Company. In the complaint, Steele’s allegations include strict liability, breach of implied warranty of fitness for a particular purpose, breach of implied warranty of merchantability, fraud by concealment, civil negligence, negligent misrepresentation and breach of implied covenant of good faith and fair dealing relating to the Company’s Chinese-manufactured laminate flooring products. Steele did not quantify any alleged damages in her complaint, but seeks compensatory damages, punitive, exemplary and aggravated damages, statutory remedies, attorneys’ fees and costs. While the Company believes that a further loss associated with the Steele litigation is reasonably possible, the Company is unable to reasonably estimate the amount or range of possible loss.

Section 301 Tariffs

Since September 2018, pursuant to Section 301 of the Trade Act of 1974, the United States Trade Representative (“USTR”) has imposed tariffs on certain goods imported from China over four tranches or Lists.("Lists"). Products imported by the Company fall within Lists 3 and 44a for which tariffs range from 10% to 25%. On September 10, 2020 several importers of vinyl flooring ("the plaintiffs") filed a lawsuit with the CITCourt of International Trade ("CIT") challenging the Section 301 tariffs under Lists 3 and 4.4a and the USTR's actions. The Company has also filed a companion case atPlaintiffs argued that the USTR had not acted within its statutory authority when it modified the original Section 301 determinations on certain goods from China by adding Lists 3 and 4a and that the agency had not demonstrated that it satisfied the procedural requirements of the Administrative Procedure Act. On March 17, 2023, the CIT challengingissued a decision sustaining the List 3 and 4a tariffs. The CIT's decision was appealed by the plaintiffs to the Court of Appeals for the Federal Circuit ("CAFC") on May 13, 2023. If these appeals are successful, the Company may qualify for refunds on these Section 301 tariffs it has paid. The action is in its early stages andtariffs. At this time, the Company is unable to predict the timing or outcome of the ruling by the CIT. If these appeals are successful, the Company should qualify for refunds on these Section 301 tariffs.CAFC.

Other Matters

The Company is also, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, while the outcome of any such claims and disputes cannot be predicted with certainty, its ultimate liability in connection with these matters is not expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity.

Note 11. Related Party Transactions

71

Note 11. Canadian and U.S. Store Closure Costs

DuringBeginning in the thirdsecond quarter of 2020,2023, F9 Investments, LLC, filed a Schedule 13D (and three subsequent amendments) with the SEC indicating beneficial ownership of more than 5% of the Company's voting securities. As of December 31, 2023, the Company completed a reviewleased 29 of its store footprint and performance. As a result of that review, the Company made the decision to close itslocations, representing 8 Canadian stores as well as 6 stores in the United States. The closure6.6% of the Canadian stores reflected the fact that the Company’s performance in these stores has been challenging for atotal number of years and that all but onestore leases in operation, from entities controlled by F9 Investments, LLC. The company made total rental payments of the stores’ leases are expiring in early 2021. The Company believed investing in the Company’s other stores would provide stronger returns. The $6 U.S. stores were underperforming and their prospects for improvement were uncertain due to local market conditions, demographics, and/or the competitive landscape. The stores collectively represented approximately 2.91.5% of the Company’s annualized revenue and their absence is not expected to have a meaningful impact on cash flow. The Company incurred expense of $3.8 million to close these stores in the second half of 2020, including an approximately $0.8 million reclassification of cumulative translation adjustments to earnings that were previously included in Other Comprehensive Loss on its consolidated balance sheet. Approximately $2.6 million of this expense related to lease and inventory write-downs, employee termination benefits and fixed asset write-offs. All 14 stores were closed as ofassociated with these store locations for the year ended December 31, 2020, although certain clean-up activities will not be fully completed until early in 2021.

A summary of the store closure costs incurred during 2020 is as follows:

Year Ended December 31, 

    

2020

Cost of Merchandise Sold:

Inventory write-down and other inventory adjustments

$

822

Cost of Merchandise Sold Subtotal

822

Selling, General, & Administrative Expenses:

Employee termination benefits

411

Write-downs of lease and fixed assets

1,362

Reclassification of Foreign Currency Translation to Earnings

757

Other SG&A store closure costs

432

Selling, General, & Administrative Expenses Subtotal

2,962

Total Store Closure Costs

$

3,784

2023.

A reconciliation of the Company’s liability for employee termination benefits and other store closure costs for the 2020 annual period are as follows:

Employee

   

Termination Benefits

   

Other Costs

   

Total

Balance as of January 1, 2020

$

-

$

-

$

-

Accrued costs charged to expense

411

385

796

Payments

(60)

-

(60)

Balance as of December 31, 2020

$

351

$

385

$

736

.

72

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Principal Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision, and with the participation of our management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.2023. Based on this evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020,2023, and designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded,

59


processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Principal Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process, designed by, or under the supervision of the Company’s principal executive officer and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles; providing reasonable assurance that receipts and expenditures are made only in accordance with management and Board authorizations; and providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Management under the supervision of, and with the participation of the Company’s principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20202023 based on the framework and criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on the foregoing, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 20202023 based on the specified criteria.

73

Our internal control over financial reporting as of December 31, 20202023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, as shown in Item 8. “Consolidated Financial Statements and Supplementary Data.”

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 20202023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this Item is incorporated by reference from the definitive proxy statement for our 20212024 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2020.2023.

Code of Ethics

We have a Code of Business Conduct and Ethics, which applies to all employees, officers and directors of Lumber LiquidatorsLL Flooring Holdings, Inc. and its direct and indirect subsidiaries. Our Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (who is ourprincipal executive officer and principal financial officer), as well asofficer and all

60


other employees. Our Code of Business Conduct and Ethics also meets the requirements of a code of conduct under Rule 303A.10 of the NYSE Listed Company Manual. Our Code of Business Conduct and Ethics is posted on our website at www.LLFlooring.com in the “Corporate Governance” section of our Investor Relations home page.

We intend to provide any required disclosure of an amendment to or waiver from our Code of Business Conduct and Ethics on our website at www.LLFlooring.com in the “Corporate Governance” section of our Investor Relations home page promptly following the amendment or waiver. We may elect to disclose any such amendment or waiver in a report on Form 8-K8‑K filed with the SEC either in addition to or in lieu of the website disclosure. The information contained on or connected to our website is not incorporated by reference in this report and should not be considered part of this or any other report that we file with or furnish to the SEC.

Item 11. Executive Compensation.

The information required by this Item is incorporated by reference from the definitive proxy statement for our 20212024 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2020.2023.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is incorporated by reference from the definitive proxy statement for our 20212024 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2020.2023.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item is incorporated by reference from the definitive proxy statement for our 20212024 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2020.2023.

74

Item 14. Principal Accountant Fees and Services.

The information required by this Item is incorporated by reference from the definitive proxy statement for our 20212024 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2020.2023.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following documents are filed as part of this annual report:

Consolidated Financial Statements

Refer to the financial statements filed as part of this annual report in Part II, Item 8.

Financial Statement Schedules.Schedules

The following financial statement schedule is filed as part of this annual report under Schedule II – Analysis of Valuation and Qualifying Accounts for the years ended December 31, 2020, 20192023, 2022 and 2018. 2021

All other financial statement schedules have been omitted because the required information is either included in the financial statements or the notes thereto or is not applicable.

Exhibits

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.

Item 16. Form 10-K Summary.

None.

61

75


Lumber Liquidators Holdings, Inc.

Schedule II – Analysis of Valuation and Qualifying Accounts

For the Years Ended December 31, 2020, 2019 and 2018

(in thousands)

Additions 

Balance 

Charged to 

Beginning 

Cost and 

Balance End 

    

of Year

    

Expenses

    

Deductions (1)

    

Other

    

of Year

For the Year Ended December 31, 2018

 

  

  

  

  

Reserve deducted from assets to which it applies

 

  

  

  

  

Inventory reserve for loss or obsolescence

 

$

5,631

  

$

3,108

  

$

(1,932)

  

$

  

$

6,807

Income tax valuation allowance

 

$

21,576

  

$

4,742

$

  

$

  

$

26,318

For the Year Ended December 31, 2019

 

 

  

  

 

  

  

Reserve deducted from assets to which it applies

 

 

  

  

 

  

  

Inventory reserve for loss or obsolescence

 

$

6,807

  

$

1,888

  

$

(1,795)

  

$

  

$

6,900

Income tax valuation allowance

 

$

26,318

  

$

668

$

  

$

  

$

26,986

For the Year Ended December 31, 2020

 

 

  

  

 

  

  

Reserve deducted from assets to which it applies

 

 

  

  

 

  

  

Inventory reserve for loss or obsolescence

 

$

6,900

  

$

3,036

  

$

(3,199)

  

$

  

$

6,737

Income tax valuation allowance

 

$

26,986

  

$

$

(21,363)

  

$

  

$

5,623

1Deductions for the inventory reserve are for the purposes for which the reserve was created. The deductions for the income tax valuation allowance is described in Note 8.

76

EXHIBIT INDEX

EXHIBIT INDEX

3.01

Amended and Restated Certificate of Incorporation of Lumber LiquidatorsLL Flooring Holdings, Inc. (filed as Exhibit 3.1 to the Company’s current report on Form 8-K, filed on January 4, 2010December 10, 2021 (File No. 001-33767), and incorporated by reference)

3.02

Amended and Restated By-Laws of Lumber LiquidatorsLL Flooring Holdings, Inc. (as revised effective February 5, 2020)(effective September 29, 2022) (filed as Exhibit 3.13.2 to the Company’s current report on Form 8-K, filed on February 6, 2020October 4, 2022 (File No. 001-33767), and incorporated by reference)

4.01

Form of Certificate of Common Stock of Lumber Liquidators Holdings, Inc. (filed as Exhibit 4.1 to the Company’s current report on Form 8-K, filed on January 4, 2010 (File No. 001-33767), and incorporated by reference)

4.02

Description of Capital Stock (filed as Exhibit 4.02 to the Company’s annual report on Form 10-K, filed on February 25, 2020 (File No. 001-33767), and incorporated by reference)

10.1*10.1

*

Lumber Liquidators Holdings, Inc. Amended and Restated 2011 Equity Compensation Plan (filed as Form 8-K, filed May 23, 2019 (File No. 001-33767), and incorporated by reference)

10.2*10.2

*

Lumber LiquidatorsLL Flooring Holdings, Inc. Amended and Restated 20112023 Equity Compensation Plan (filed as Exhibit 10.1Annex B to the Company’s current reportdefinitive proxy statement on Form 8-K,Schedule 14A, filed May 25, 2016 (Fileon April 3, 2023 (file No. 001-33767)0001-33767), and incorporated by reference)

10.3*10.3

Lumber Liquidators 2007 Equity Compensation Plan (filed as Exhibit 10.1 to the Company’s Post –effective Amendment No. 1 to its Registration Statement on Form S-8, filed January 4, 2010 (File No. 333-147247), and incorporated by reference)

10.4*

Form of Option Award Agreement, effective December 31, 2010 (filed as Exhibit 10.13 to the Company’s annual report on Form 10-K, filed on February 23, 2011 (File No. 001-33767), and incorporated by reference)

10.5*

Form of Option Award Agreement, effective May 6, 2011 (filed as Exhibit 10.2 to the Company’s current report on Form 8-K, filed May 6, 2011 (File No. 001-33767), and incorporated by reference)

10.6

Fourth Amended and Restated Credit Agreement, dated as of March 29, 2019, among Lumber Liquidators Holdings, Inc. and its domestic subsidiaries, including Lumber Liquidators, Inc. and Lumber Liquidators Services, LLC (collectively, the “Borrowers”), Bank of America, N.A. as administrative agent and collateral agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as lenders (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed March 29, 2019 (File No. 001-33767), and incorporated by reference)

10.710.4

First Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 17, 2020, among Lumber Liquidators Holdings, Inc. and its domestic subsidiaries, including Lumber Liquidators, Inc. and Lumber Liquidators Services, LLC (collectively, the “Borrowers”), Bank of America, N.A. as administrative agent and collateral agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed on April 20, 2020 (File No. 001- 33767) and incorporated by reference)

10.8*10.5

Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 30, 2021, among Lumber Liquidators Holdings, Inc. and its domestic subsidiaries, including Lumber Liquidators, Inc. and Lumber Liquidators Services, LLC (collectively, the “Borrowers”), Bank of America, N.A. as administrative agent and collateral agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q, filed on May 5, 2021 (File No. 001- 33767) and incorporated by reference)

10.6

Waiver and Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 27, 2022, among LL Flooring Holdings, Inc. and its domestic subsidiaries, including LL Flooring, Inc. and LL Flooring Services, LLC (collectively, the “Borrowers”), Bank of America, N.A. as administrative agent and collateral agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed on December 30, 2022 (file No. 001-33767) and incorporated by reference)

10.7

*

Amended and Restated Annual Bonus Plan (filed as Exhibit 10.17 to the Company’s annual report on Form 10-K, filed on February 20, 2013 (File No. 001-33767), and incorporated by reference)

10.9*10.8

*

Form of Option Award Agreement, effective January 24, 2013 (filed as Exhibit 10.18 to the Company’s annual report on Form 10-K, filed on February 20, 2013 (File No. 001-33767), and incorporated by reference)

10.10*10.9

Form of Restricted Stock Agreement, effective January 24, 2013 (filed as Exhibit 10.19 to the Company’s annual report on Form 10-K, filed on February 20, 2013 (File No. 001-33767), and incorporated by reference)

10.11*

*

Form of Option Award Agreement (Employee), effective November 23, 2015 (filed as Exhibit 10.22 to the Company’s annual report on Form 10-K, filed on February 29, 2016 (File No. 001-33767), and incorporated by reference)

10.12*10.10

*

Form of Option Award Agreement (Employee), effective August 1, 2016 (filed as Exhibit 10.24 to the Company’s annual report on Form 10-K, filed on February 21, 2017 (File No. 001-33767), and incorporated by reference)

77

10.13*10.11

*

Form of Performance-Based Stock Unit Award Agreement, effective February 24, 2021 (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q, filed on May 5, 2021 (File No. 001- 33767) and incorporated by reference)

10.12

*

Form of Restricted Stock Unit Agreement (Director)(Non-Employee Director), effective May 24, 201718, 2022 (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q, filed on August 1, 2017 (File2, 2022 (file No. 001-33767), and incorporated by reference)

10.14*10.13

*

Form of Restricted Stock Award Agreement (Director), effective February 7, 2018 (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q, filed on May 1, 2018 (File No. 001-33767), and incorporated by reference)

10.15*

Form of Restricted Award Agreement (Director)(Non-Employee Director), effective May 22, 201918, 2022 (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q, filed on August 7, 2019, 2018 (File2, 2022 (file No. 001-33767), and incorporated by reference)

10.1610.14

*

PleaForm of Performance-Based Stock Unit Award Agreement, between Lumber Liquidators, Inc.effective March 14, 2023 (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q, filed May 8, 2023 (file No. 001-33767) and incorporated by reference)

10.15

*

Form of Employee Performance-Based Stock Unit Award under the Department of JusticeLL Flooring Holdings 2023 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s current report on Form 8-K,8-K/A, filed October 7, 2015 (Fileon May 18, 2023 (file No. 001-33767), and incorporated by reference)

10.1710.16

*

Stipulation for Settlement and Joint Motion for EntryForm of Consent Order of Forfeiture between Lumber Liquidators, Inc. andEmployee Restricted Stock Award Agreement under the Department of JusticeLL Flooring Holdings 2023 Equity Incentive Plan (filed as Exhibit 10.2 to the Company’s current report on Form 8-K,8-K/A, filed October 7, 2015 (Fileon May 18, 2023 (file No. 001-33767), and incorporated by reference)

62


10.17

*

Form of Non-Employee Director Restricted Stock Award under the LL Flooring Holdings 2023 Equity Incentive Plan (filed as Exhibit 10.3 to the Company’s current report on Form 8-K/A, filed on May 18, 2023 (file No. 001-33767), and incorporated by reference)

10.18

*

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the LL Flooring Holdings 2023 Equity Incentive Plan (filed as Exhibit 10.4 to the Company’s current report on Form 8-K/A, filed on May 18, 2023 (file No. 001-33767), and incorporated by reference)

10.19

*

Form of Restricted Stock Inducement Award Agreement (filed as Exhibit 10.7 to the Company’s quarterly report on Form 10-Q, filed on August 9, 2023 (file No. 001-33767), and incorporated by reference)

10.20

*

Form of Performance Stock Unit Inducement Award Agreement (filed as Exhibit 10.8 to the Company’s quarterly report on Form 10-Q, filed on August 9, 2023 (file No. 001-33767), and incorporated by reference)

10.21

*

LL Flooring Holdings, Inc. Amended Outside Directors Deferral Plan (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q, filed on November 1, 2022 (file No. 001-33767) and incorporated by reference)

10.1810.22

Class Action Settlement Agreement in Formaldehyde MDL and Durability MDL dated March 15, 2018 by and between Plaintiffs in the Formaldehyde MDL and the Durability MDL and Lumber Liquidators, Inc. (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q, filed on May 1, 2018 (File No. 001-33767), and incorporated by reference)

10.1910.23

Deferred Prosecution Agreement, dated March 12, 2019, by and between Lumber Liquidators Holdings, Inc., the United States Attorney’s Office for the Eastern District of Virginia and the United States Department of Justice, Criminal Division, Fraud Section. (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed March 12, 2019 (File No. 001-33767) and incorporated by reference)

10.20

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated March 12, 2019, between the United States Securities and Exchange Commission and Lumber Liquidators, Holdings, Inc. (filed as Exhibit 10.2 to the Company’s current report on Form 8-K, filed March 12, 2019 (File No. 001-33767) and incorporated by reference)

10.21

Class Action Settlement in the Kramer Litigation dated September 9, 2019 by and between the Plaintiffs in the Kramer Litigation and Lumber Liquidators, Inc. (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q, filed November 6, 2019 (File No. 001-33767) and incorporated by reference)

10.22

Agreement of Compromise and Settlement in the Gold Litigation dated September 30, 2019 by and between the Plaintiffs in the Gold Litigation and Lumber Liquidators, Inc. (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q, filed November 6, 2019 (File No. 001-33767) and incorporated by reference)

10.23*10.24

Offer Letter Agreement with Timothy J. Mulvaney, dated March 22, 2017 (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed May 26, 2017 (File No. 001-33767) and incorporated by reference)

10.24

Office Deed of Lease Agreement dated October 19, 2018, by and between LM Retail, LLC and Lumber Liquidators Services, LLC (filed as Exhibit 10.35 to the Company’s annual report on Form 10-K, filed on March 18, 2019 (file No. 001-33767) and incorporated by reference)

10.25*10.25

Offer Letter Agreement with Jennifer Bohaty, dated March 30, 2018 (filed as Exhibit 10.36 to Company’s annual report on Form 10-K, filed on March 18, 2019 (file No. 001-33767) and incorporated by reference)

10.26*

*

Offer Letter Agreement with Charles E. Tyson, dated May 17, 2018 (filed as Exhibit 10.37 to Company’s annual report on Form 10-K, filed on March 18, 2019 (file No. 001-33767) and incorporated by reference)

10.27*10.26

*

Severance Agreement, dated as of July 26, 2018, between Lumber Liquidators Holdings, Inc. and Jennifer Bohaty (filed herewith)

10.28*

SeveranceTatum Services Agreement, dated as of March 15, 2019,6, 2023 between Randstad Professional US, LLC d/b/a Tatum and LL Flooring Holdings, Inc. (filed as Exhibit 10.1 to the CompanyCompany’s quarterly report on Form 10-Q, filed May 8, 2023 (file No. 001-33767) and Timothy J. Mulvaneyincorporated by reference)

10.27

*

Offer Letter Agreement with Robert L. Madore, dated June 9, 2023 (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed on July 6, 2023 (file No. 001-33767), and incorporated by reference)

10.28

*

Offer Letter Agreement with Matthew Argano, dated March 18,201928, 2020 (filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K, filed on March 2, 2021 (file No. 001-33767) and incorporated by reference)

10.29*10.29

*

Offer Letter Agreement with Nancy A. Walsh,Alice Givens, dated August 9, 20197, 2020 (filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed on March 22, 2022 (file No. 001-33767) and incorporated by reference)

10.30

*

Offer Letter Agreement with Douglas S. Clark, Jr., dated January 17, 2017 (filed as Exhibit 10.24 to the Company's annual report on Form 10-K, filed on March 1, 2023 (File No. 001-33767) and incorporated by reference)

10.31

*

Form of Severance Agreement for CEO (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed on August 19, 2019 (fileDecember 10, 2021 (File No. 001-33767), and incorporated by reference)

78

10.30*10.32

*

Form of Severance Agreement effective as of September 9, 2019 between the Company and Nancy A. Walsh, dated August 9, 2019for Executive Officers (other than CEO) (filed as Exhibit 10.2 to the Company’s current report on Form 8-K, filed on August 19, 2019December 10, 2021 (File No. 001-33767), and incorporated by reference)

10.33

*

Special Bonus Agreement, dated December 29, 2022, between LL Flooring Holdings, Inc. and Douglas S. Clark, Jr. (filed as Exhibit 10.2 to the Company’s current report on Form 8-K, filed on December 30, 2022 (file No. 001-33767) and incorporated by reference)

10.31*

Offer Letter Agreement with Christopher Thomsen, dated August 8, 2016 (filed as Exhibit 10.45 to the Company’s annual report on Form 10-K, filed February 25, 2020 (file No. 001-337-67) and incorporated by reference)

10.32*

Severance Agreement, effective as of July 26, 2018 between the Company and Christopher Thomsen (filed herewith)

10.33*

Waiver and Release Agreement for Dennis R. Knowles, dated as of February 5, 2020 (filed as Exhibit 10.1 to the Company’s current report on Form 8-K, filed on February 6, 2020 (file No. 001-33767) and incorporated by reference)

10.34*

Amendment to Severance Agreement for Nancy A. Walsh, dated as of February 5, 2020 (filed as Exhibit 10.3 to the Company’s current report on Form 8-K, filed on February 6, 2020 (file No. 001-33767) and incorporated by reference)

10.35*

Severance Agreement, dated as of May 27, 2020, by and between Lumber Liquidators Holdings, Inc. and Charles E. Tyson (filed herewith)

10.36*

Offer Letter Agreement with Matthew Argano, dated March 28, 2020 (filed herewith)

10.37*

Severance Agreement, dated as of April 20, 2020, by and between Lumber Liquidators Holdings, Inc. and Matthew Argano (filed herewith)

21.1

Subsidiaries of Lumber LiquidatorsLL Flooring Holdings, Inc.

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

31.1

Certification of Principal Executive Officer of Lumber LiquidatorsLL Flooring Holdings, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer of Lumber LiquidatorsLL Flooring Holdings, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer and Principal Financial Officer of Lumber LiquidatorsLL Flooring Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley actAct of 2002

10197

Policy Relating to Recovery of Erroneously Awarded Compensation

101

The following financial statements from the Company’s Form 10-K for the year ended December 31, 2020,2023, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss (Income), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Indicates a management contract or compensation plan, contract or agreement.

63

79


SIGNATURESItem 16. Form 10‑K Summary.

None.

LL Flooring Holdings, Inc.

Schedule II – Analysis of Valuation and Qualifying Accounts

For the Years Ended December 31, 2023, 2022 and 2021

(in thousands)

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

Balance

 

 

Charged to

 

 

 

 

 

 

 

 

 

 

 

 

Beginning

 

 

Cost and

 

 

 

 

 

 

 

 

Balance End

 

 

 

of Year

 

 

Expenses

 

 

Deductions (1)

 

 

Other

 

 

of Year

 

For the Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve Deducted From Assets to Which It Applies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory Reserve for Loss or Obsolescence

 

$

6,737

 

 

$

2,345

 

 

$

(3,530

)

 

$

 

 

$

5,552

 

Income Tax Valuation Allowance

 

$

5,623

 

 

$

 

 

$

(3,218

)

 

$

 

 

$

2,405

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve Deducted From Assets to Which It Applies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory Reserve for Loss or Obsolescence

 

$

5,552

 

 

$

1,615

 

 

$

(1,702

)

 

$

 

 

$

5,465

 

Income Tax Valuation Allowance

 

$

2,405

 

 

$

 

 

$

(2,405

)

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve Deducted From Assets to Which It Applies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory Reserve for Loss or Obsolescence

 

$

5,465

 

 

$

3,469

 

 

$

(1,660

)

 

$

 

 

$

7,274

 

Income Tax Valuation Allowance

 

$

 

 

$

36,640

 

 

$

 

 

$

 

 

$

36,640

 

1
Deductions for the inventory reserve are for the purposes for which the reserve was created.

64


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2021.2024.

 LUMBER LIQUIDATORS HOLDINGS, INC.

(Registrant)

 LL FLOORING HOLDINGS, INC.

By:

By:

/s/ Charles E. Tyson

Charles E. Tyson

President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 1, 2021.2024.

Signature

Title

/s/ Charles E. Tyson

Chief Executive Officer

Charles E. Tyson

(Principal Executive Officer)

/s/ Nancy A. Walsh

Chief Financial Officer

Nancy A. Walsh

(Principal Financial Officer)

/s/ Timothy J. Mulvaney

Chief Accounting Officer

Timothy J. Mulvaney

(Principal Accounting Officer)

/s/ Nancy M. Taylor

Chairperson of the Board

Nancy M. Taylor

/s/ Terri F. Graham

Director

Terri F. Graham

/s/ David A. Levin

Director

David A. Levin

/s/ Douglas T. Moore

Director

Douglas T. Moore

/s/ Joseph M. Nowicki, Jr.

Director

Joseph M. Nowicki, Jr.

/s/ Famous P. Rhodes

Director

Famous P. Rhodes

/s/ Martin F. Roper

Director

Martin F. Roper

/s/ Jimmie L. WadeCharles E. Tyson

Director,

Jimmie L. Wade

President and Chief Executive Officer

Charles E. Tyson

(Principal Executive Officer)

/s/ Robert L. Madore

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Robert L. Madore

(Principal Financial Officer and Principal Accounting Officer)

/s/ Nancy M. Taylor

Chairperson of the Board

Nancy M. Taylor

/s/ Terri F. Graham

Director

Terri F. Graham

/s/ David A. Levin

Director

David A. Levin

/s/ Douglas T. Moore

Director

Douglas T. Moore

/s/ Joseph M. Nowicki, Jr.

Director

Joseph M. Nowicki, Jr.

/s/ Ashish Parmar

Director

Ashish Parmar

/s/ Famous P. Rhodes

Director

Famous P. Rhodes

/s/ Martin F. Roper

Director

Martin F. Roper

65

80