8-K

LL FLOORING HOLDINGS, INC.

Date: June 28, 2024

/s/ Alice G. Givens

Alice G. Givens

Chief Legal, Ethics and Compliance Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2024

LOGO

LL Flooring Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33767

27-1310817

(State or other jurisdiction
of incorporation)

(Commission

File Number)

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


4901 Bakers Mill Lane, Richmond, Virginia		23230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 463-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class:

Trading
Symbol:

Name of exchange

on which registered:

Common Stock, par value $0.001 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

As previously disclosed in the Quarterly Report on Form 10-Q filed by LL Flooring Holdings, Inc. (the “Company”) for the quarter ending March 31, 2024, the Company, in an effort to improve its liquidity, began a process to pursue a sale transaction for its Sandston, Virginia distribution center (the “Distribution Center”). The Company has received a number of preliminary bids and several second-round bids in connection with such sale process and expects to move forward with negotiating with certain bidders for the possible sale of the Distribution Center. There can be no assurance that the Company will enter into a sale transaction relating to the Distribution Center, or if a transaction is entered into, the terms thereof.

Under the terms of the Company’s asset-backed revolving facility credit agreement (the “Credit Agreement”), the Company now believes that its projected levels of liquidity may not be sufficient to meet the minimum excess availability threshold in the third quarter of 2024. The Company is in discussions with representatives of the banks that are party to the Credit Agreement regarding an additional liquidity reserve requested by the banks and additional modifications to certain provisions of the Credit Agreement. There can be no assurance that the Company will reach an agreement with the banks regarding such matters.