Lumber Liquidators Holdings, Inc. (NYSE:LL) Files An 8-K Entry into a Material Definitive Agreement
Settlement of Kramer Litigation
Lumber Liquidators Holdings, Inc. (“Holdings”) previously disclosed that, in July 2019, Lumber Liquidators, Inc. (the “Company”), who is a defendant in a putative class action litigation captioned Robert J. Kramer, behalf of himself, all other similarly situated v. Lumber Liquidators, Inc., a Delaware corporation; and Does 1 through 100, inclusive (the “Kramer Litigation”), entered into a Memorandum of Understanding (“Kramer MOU”) with the lead plaintiff in the Kramer Litigation, Robert J. Kramer, on behalf of himself and all others similarly situated (collectively, the “Kramer Plaintiffs”) to memorialize an agreement in principle to settle the Kramer Litigation.
On September 9, 2019, the Company entered into a definitive settlement agreement with the Kramer Plaintiffs consistent with the terms of the Kramer MOU (the “Settlement Agreement”). The Settlement Agreement is subject to approval by the Superior Court of California, County of Sacramento (the “Court”) and other contingencies.
Under the terms of the Settlement Agreement, the Company will pay $4.75 million (the “Settlement Fund”) to settle all claims asserted in the Kramer Litigation (or which could have been asserted in the Kramer Litigation) on behalf of all current and/or former store managers and store managers in training employed by the Company in the State of California (the “Putative Class Members”) at any time between November 17, 2013 until the time of preliminary approval of the settlement by the court (the “Class Period”).
The Settlement Fund will be used to pay notice and administrative fees relating to the class actions and to compensate those individuals that were Putative Class Members during the Class Period. Holdings believes that its cash flow from operations, together with existing liquidity sources, is sufficient to fund the Settlement Fund, which will be paid within 14 days of the Court’s final approval order of the Settlement Agreement and the dismissal of the Kramer Litigation. The Kramer Plaintiffs’ legal fees and costs, not to exceed 33.33% of the Settlement Fund, are included as part of the Settlement Fund.
Holdings previously disclosed in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, that it had recognized a net charge to earnings of $4.75 million within selling general and administrative expense during the quarter ended June 30, 2019.
There can be no assurance that a settlement will be finalized by the parties and approved by the Court or as to the ultimate outcome of the Kramer Litigation. The execution of the Settlement Agreement does not constitute an admission by the Company of any fault or liability and the Company does not admit fault or liability. If the settlement cannot be finalized by the parties or the Settlement Agreement is not approved by the Court, the Company will defend the Kramer Litigation vigorously and believes there are meritorious defenses and legal standards that must be met for, among other things, class certification and success on the merits. If the parties are unable to finalize the settlement, the Kramer Litigation could have a material adverse effect on Holding’s financial condition and results of operations.
This Current Report on Form 8-K may contain “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,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” “potential” and other similar terms and phrases, are based on the beliefs of Holdings’ management, as well as assumptions made by, and information currently available to, Holdings’ 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 Holdings’ control. Forward-looking statements in this Current Report on Form 8-K may include, without limitation, statements regarding expectations relating to the settlement of the Kramer Litigation and liquidity. Holdings 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. Information regarding additional risks and uncertainties is contained in Holdings’ other reports filed with the Securities and Exchange Commission, including the Item 1A, “Risk Factors,” section of the Form 10-K for the year ended December 31, 2018.
About Lumber Liquidators Holdings, Inc. (NYSE:LL)
Lumber Liquidators Holdings, Inc. (Lumber Liquidators) is a multi-channel specialty retailer of hardwood flooring, and hardwood flooring enhancements and accessories. The Company offers an assortment of exotic and domestic hardwood species, engineered hardwood, laminate and resilient vinyl flooring direct to the consumer. It also features the renewable flooring products, bamboo and cork, and provides a selection of flooring enhancements and accessories, including moldings, noise-reducing underlay, adhesives and flooring tools. The Company also provides in-home delivery and installation services to certain of its customers. Its product categories include Solid and Engineered Hardwood; Laminate; Bamboo, Cork and Vinyl Plank, and Moldings and Accessories. The Company sells its products primarily to homeowners or to contractors on behalf of homeowners. Lumber Liquidators operates over 375 stores located in over 50 states and Canada. It has over 370 the United States stores in operation.