F9 Investments Highlights LL Flooring’s Dangerous Pattern of Underperformance and Failed Operational Strategy Due to Ineffective Leadership
F9 Investments, which owns 8.85% of LL Flooring, has filed definitive proxy materials with the SEC, nominating Tom Sullivan, Jason Delves, and Jill Witter for the company's Board of Directors. The firm criticizes the current Board for stock price declines of over 63%, 93%, and 83% on 1-, 3-, and 5-year bases, respectively, and claims the company has failed operationally. F9's letter urges shareholders to vote for their nominees to restore value. The company has seen deteriorating financials, including a recent 'going concern' opinion from auditors, and has rejected multiple premium acquisition offers. F9's nominees aim to implement strategies for long-term growth and shareholder value creation.
- F9 Investments owns 8.85% of LL Flooring stock, showing significant insider interest.
- F9 nominates experienced directors with a track record in the industry.
- F9's nominees have an actionable plan for long-term growth and profitability.
- F9 has a history of creating value in similar businesses, suggesting potential for success.
- LL Flooring's stock price has declined over 63%, 93%, and 83% over 1, 3, and 5 years, respectively.
- The company received a 'going concern' opinion from auditors, indicating financial instability.
- Current Board accused of significant capital waste and ineffective operational strategy.
- Rejection of multiple premium acquisition offers could imply missed recovery opportunities.
- LL Flooring's financial metrics are rapidly deteriorating, including sales, profitability, and liquidity.
- Current directors' payments are not tied to performance, showing misalignment with shareholders.
Insights
F9 Investments highlights a significant underperformance of LL Flooring’s stock price, with declines of
The nomination of new directors with industry-relevant experience, including the company’s previous CEO, is an attempt to instill confidence. However, shareholders should critically evaluate whether these changes will translate into actual improved financial performance. Historically, leadership changes without strategic shifts have limited impact.
Short-term performance might remain volatile as the market reacts to these developments. For long-term investors, the focus should be on assessing the new strategic direction, potential recovery plans and whether these new directors can indeed reverse the downward trajectory.
Investors should also note the potential dilution of shareholder value if the company proceeds with selling assets and seeking additional financing, as indicated.
The current board's governance practices appear deeply flawed, as indicated by the hefty compensation packages not tied to performance and the lack of director ownership alignment with shareholders. Only one of the nine directors meets the self-imposed ownership requirements, which is a significant governance issue.
Corporate governance requires directors to act in the best interests of shareholders. The current board’s failure to accept premium offers and their focus on maintaining their positions rather than improving the company’s health suggests a misalignment with shareholder interests. The nomination of F9's candidates aims to correct this misalignment by bringing in directors with an 'ownership mentality,' which could enhance accountability and strategic direction.
For retail investors, improved governance structures could lead to better decision-making and ultimately, better financial performance. However, it is important to monitor whether these new directors bring substantial changes to governance practices.
Under Current Board, LL’s Stock Price is Down More Than
F9 Urges Shareholders to Vote the GOLD Proxy Card “FOR” Its Three Highly Qualified Director Nominees – Tom Sullivan, Jason Delves, and Jill Witter – Who Are the Right Individuals to Restore Value to LL Flooring
F9 Files Definitive Proxy Materials and Mails Letter to LL Flooring Shareholders
F9 Launches www.LLGroove.com
In connection with the filing of definitive proxy materials, F9 is mailing a letter to LL Flooring’s shareholders urging them to hold the Board accountable for the Company’s abysmal stock price performance on an absolute and relative basis, an ineffective operational strategy, tremendous waste of capital, and flawed strategic review process, among many other failures. The letter also highlights F9’s three highly qualified director nominees, who will bring the experience, focus, relevant industry expertise and proper oversight required to put LL Flooring back on a path to success.
The full text of the letter is below and available at www.LLGroove.com.
May 31, 2024
Dear Fellow LL Flooring Shareholders,
As the largest shareholder in LL Flooring Holdings, Inc. (“LL Flooring” or the “Company”) (NYSE: LL), F9 Investments, LLC together with its affiliates (collectively “F9” or “we”), owns approximately
LL Flooring has vastly underperformed its peer group and broader market indices by a shockingly wide margin over all relevant time periods, and the Company’s stock price is down more than
Simply put, shareholders deserve an immediate change of course. Accordingly, we have nominated three highly qualified directors to LL Flooring’s Board in connection with the upcoming 2024 Annual Meeting of Shareholders, scheduled for July 10, 2024.
By way of background, F9 is a sophisticated private investment firm with a strong track record of creating enduring value at leading building products and home improvement businesses, including Cabinets To Go, Southwind Building Products and F9 Builder Services, which provides end-to-end solutions to builders. F9 was founded and is solely owned by industry veteran, serial entrepreneur and investor, Tom Sullivan. Mr. Sullivan is also the founder and former CEO and Chairman of Lumber Liquidators, LL Flooring’s predecessor company, which he grew into the largest hardwood flooring retailer in
So, why are we here?
We are committed to halting the Company’s dangerous downward spiral and restoring the business to its former prominence and profitability by instituting meaningful change to LL’s Board. We are therefore nominating three highly qualified directors – Tom Sullivan, Jason Delves, and Jill Witter – who have a proven track record of successfully operating this and similar businesses under various market conditions. Moreover, they have an actionable, achievable plan to stabilize the business and position LL Flooring for long-term growth and shareholder value creation.
LL Flooring’s current Board has overseen abysmal stock price performance on an absolute and relative basis, an ineffective operational strategy, tremendous waste of capital, and flawed strategic review process, among many other failures.
LL Flooring’s financial performance continues to deteriorate rapidly across all metrics, including sales, profitability, and liquidity. Buried deep in its latest 10-Q filing with the SEC, the Company disclosed it has a “going concern” issue due to its inability to maintain compliance with its debt covenants. Rather than putting forth a plan to stop the bleeding, LL Flooring’s approach is to cover up its wounds with duct tape and hope things get better. Specifically, leadership’s primary solution is to sell a single distribution center and potentially other long-term assets and seek additional financing to meet its obligations. However, this will only serve to increase expenses and further dilute shareholder value.
All the while, in 2023, LL Flooring paid its entrenched directors a total of over
Moreover, the Company’s August 14, 2023, announcement that it would explore strategic alternatives appears to be nothing more than a thinly veiled effort by the Board to buy time to execute its “hope and prayer” strategy, and save the Board and management’s lucrative jobs.
The Board has disclosed that it has received multiple premium offers from bona fide bidders, including F9, only to reject or ignore them as the Company’s share price craters.
WHAT IS GOING ON IN THE LL BOARDROOM?
We believe the only way to protect and enhance the value of your investment is to elect F9’s three director nominees – Tom Sullivan, Jason Delves, and Jill Witter – who have shareholders’ best interest at hand. This stands in stark contrast to the current boardroom where, appallingly, only one of nine directors complies with the Company’s self-imposed director ownership requirement and the scant remaining shareholder capital is being wasted on high-priced legal and financial advisors to protect incumbent directors.
F9’S NOMINEES ARE IDEALLY POSITIONED TO ADDRESS LL’S CONSIDERABLE STRATEGIC, FINANCIAL, OPERATIONAL, AND GOVERNANCE CHALLENGES
Most importantly, as independent directors chosen by shareholders who have an “ownership mentality,” the F9 nominees would bring greater focus, alignment, and accountability to the boardroom. We believe that the election of these three individuals will assist in holding management and the Board accountable for their actions and ensure that the Company operates with a long overdue focus on shareholders by committing to driving performance, maintaining strong corporate governance, and creating meaningful shareholder value.
F9’S NOMINEES PROVIDE EXPERTISE, EXPERIENCE AND A COLLABORATIVE APPROACH TO ASSIST LL’S BOARD IN RESTORING THE COMPANY TO PROMINENCE
LL Flooring is in dire need of a lifeline. Shareholders should not expect meaningful change from a Board that has failed to deliver on its promises for years. Now is the moment to have your voice heard and to protect your investment.
VOTE ON THE GOLD PROXY CARD TODAY “FOR” F9’S NOMINEES TOM SULLIVAN, JASON DELVES, AND JILL WITTER AND “WITHHOLD” ON ALL LL NOMINEES
Shareholders must act decisively to safeguard their investment. EVERY VOTE MATTERS NO MATTER HOW MANY SHARES YOU OWN. We urge shareholders to protect the value of their investment by voting for our nominees using the GOLD proxy card.
You can vote by Internet or by signing and dating the enclosed GOLD proxy card or GOLD voting instruction form and mailing it in the postage paid envelope provided. Do NOT vote using any white proxy card or voting instruction form you receive from LL Flooring. Please discard the white proxy card.
If you have any questions about how to vote your shares, please contact our proxy solicitor, Campaign Management, by telephone 1-(855) 264-1527 (shareholders) or (212) 632-8422 (banks & brokerages) or email at info@campaign-mgmt.com.
For more information, including voting instructions, visit our website www.LLGroove.com.
With your vote, we will be one step closer to ensuring LL Flooring is on a better path to creating lasting shareholder value.
We thank you for your support.
Sincerely,
| Tom Sullivan | Jason Delves | Jill Witter |
Solomon Partners Securities, LLC is serving as F9’s financial advisor and Dentons US LLP is serving as its legal advisor.
DISCLAIMER
Except as otherwise set forth in this press release, the views expressed in this press release reflect the opinions of F9 Investments, LLC and its affiliates (“F9”) and are based on publicly available information with respect to LL Flooring Holdings, Inc. (“LL” or the “Company”). F9 recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with F9’s conclusions. F9 reserves the right to change any of its opinions expressed herein at any time as it deems appropriate and disclaims any obligation to notify the market or any other party of any such change, except as required by law. F9 disclaims any obligation to update the information or opinions contained in this press release, except as required by law. For the avoidance of doubt, this press release is not affiliated with or endorsed by LL.
This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. Certain of the Participants (as defined below) currently beneficially own shares of the Company. The Participants and their affiliates may from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares.
Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” “plan,” “once again,” “achieve,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of F9.
The estimates, projections and potential impact of the opportunities identified by F9 herein are based on assumptions that F9 believes to be reasonable as of the date of this press release, but there can be no assurance or guarantee (i) that any of the proposed actions set forth in this press release will be completed, (ii) that the actual results or performance of the Company will not differ, and such differences may be material, or (iii) that any of the assumptions provided in this press release are accurate.
F9 has neither sought nor obtained the consent from any third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties, nor has it paid for any such statements. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein. F9 does not endorse third-party estimates or research which are used herein solely for illustrative purposes.
Important Information
F9 Investments, LLC, Thomas D. Sullivan, John Jason Delves and Jill Witter (collectively, the “Participants”) filed a definitive proxy statement and accompanying form of gold proxy card (as supplemented and amended, the “Definitive Proxy Statement”) with the Securities and Exchange Commission (the "SEC”) on May 31, 2024 to be used in connection with the 2024 annual meeting of stockholders of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV AND F9’S WEBSITE AT WWW.LLGROVE.COM. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT A REQUEST TO F9’S PROXY SOLICITOR, CAMPAIGN MANAGEMENT, 15 WEST 38TH STREET, SUITE #747,
Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in the Definitive Proxy Statement.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240531864299/en/
INVESTOR AND MEDIA CONTACTS
Investors:
Michael Fein
Campaign Management
(212) 632-8422
michael.fein@campaign-mgmt.com
Media:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
F9Investments@gasthalter.com
Source: F9 Investments, LLC
FAQ
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