UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR |
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For Period Ended: June 30, 2024 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: Not applicable |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
LL Flooring Holdings, Inc.
Full Name of Registrant
Lumber
Liquidators Holdings, Inc.
Former Name if Applicable
4901 Bakers Mill Lane
Address of Principal Executive Office (Street and Number)
Richmond, Virginia 23230
City, State and Zip Code
PART
II—RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III—NARRATIVE
State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
LL Flooring Holdings, Inc. (the “Company,” “we” or
“our”) has determined that it is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Q2 Form 10-Q”) by the prescribed due date for the reasons described below.
As previously disclosed on Form 8-K, filed by the Company on August 12, 2024, the Company and certain of its direct and indirect subsidiaries filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11
Cases”) of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Due to the considerable time and resources needed to address the ongoing Chapter 11 Cases, and the resulting diversion of the
attention of the Company’s management and other personnel responsible for preparation of the Q2 Form 10-Q, the Company was unable to file the Q2 Form 10-Q within
the prescribed time period.
The Company has been working diligently to finalize the Q2 Form 10-Q. However, given
the added complexity and intensity of the Chapter 11 Cases, the Company was unable to complete and file the Q2 Form 10-Q by the prescribed due date without unreasonable effort and expense. The Company
currently does not expect that it will be able to file the Q2 Form 10-Q.
Forward-Looking Statements
Certain matters discussed in this Form 12b-25 constitute “forward-looking statements” within the meanings of
the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,”
“anticipates,” “assumes,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” “targets,” “potential,” “will
likely result,” and other similar terms and phrases, are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management as of the date of such
statements. These statements are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control.
The Company specifically disclaims any obligation to update these statements, which speak only as of the dates on which such statements are made, except as
may be required under the federal securities laws. For a discussion of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see the “Risk Factors” section of the
Company’s annual report on Form 10-K for the year ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission. Such filings are available on the
SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.llflooring.com.
PART
IV—OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Alice G. Givens |
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(800) |
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366-4204 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof?1 Yes ☒ No ☐ |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
See Part III above.
LL Flooring Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: August 12, 2024 |
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By: |
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/s/ Alice G. Givens |
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Alice G. Givens |
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Chief Legal, Ethics and Compliance Officer and
Corporate Secretary |
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Note to Draft: Company to confirm. |