Lumber Liquidators 2014 Annual Report Download

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2014 ANNUAL
REPORT YEAR ENDED
12.31.2014
“We are beyond thrilled with
the way the floor turned
out and so thankful to the
Lumber Liquidators team for
all their help and expertise
in answering our MANY
questions… Definitely a
10 out of 10 for this whole
experience.”
Duarte, Massachusetts
“I just can’t stop staring at
it!! The shine, the beautiful
natural wood...it’s just
beautiful and I love it!! We
chose Bellawood for our
lakehouse and it looks like
a brand new home. We
couldn’t be happier!!”
Cathy, Michigan
“Everyone at the store was
very helpful and wanted to
make sure we knew what
we were doing, sent emails
with instructional videos,
great in suggesting what
materials we would need.
Great service!”
Deb, Ohio

Table of contents

  • Page 1
    2014 ANNUAL REPORT YEAR ENDED 12.31.2014 "I just can't stop staring at it!! The shine, the beautiful natural wood...it's just beautiful and I love it!! We chose Bellawood for our lakehouse and it looks like a brand new home. We couldn't be happier!!" Cathy, Michigan "Everyone at the store was very ...

  • Page 2
    ...touched the floor to be convinced it is laminate and not actually wood (and still questioned it). Great product!" Monica, New Jersey "W e just purchased the house and got rid o f really crummy carpeting in our family room and dining room. W e installed Engineered Red Oak from Lumber Liquidators and...

  • Page 3
    ..., Lumber Liquidators had one of its most important years in 2014 as we completed several strategic initiatives and made significant progress on others. The hard work we put into our East Coast distribution center paid off, and as of early 2015, that facility became fully operational. Our store...

  • Page 4
    ... to the customer and a world-class team. Our continued investment in store-based expansion offers opportunities to improve the customer experience and maximize our market share. With the infrastructure for future growth in place, we intend for 2015 to be a year where improved execution across our...

  • Page 5
    ...30 34 223 263 288 318 Net Income $77.4 $63.4 $47.1 $26.3 $20.0 $5.0 $0 $26.3 2010 2011 2012 2013 2014 19% Moldings and Accessories 19% Laminate 40% Solid and Engineered Hardwood 19% Bamboo, Cork, Vinyl Plank and Other 3% Non-Merchandise Services Lumber Liquidators 2014 Product Mix

  • Page 6
    ...(800) 662-7232 New York Stock Exchange Ticker Symbol: LL Investor Relations Ashleigh McDermott Lumber Liquidators Holdings, Inc. 3000 John Deere Road Toano, VA 23168 (757) 566-7512 [email protected] http://ir.lumberliquidators.com ANNUAL MEETING May 21, 2015, 10:00 am EST The Westin Richmond...

  • Page 7
    ... to Commission file number: 001-33767 â-¡ Lumber Liquidators Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 3000 John Deere Road, Toano, Virginia (Address of principal executive offices) 27-1310817...

  • Page 8
    LUMBER LIQUIDATORS HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page Cautionary note regarding forward-looking statements ...PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business ...Risk Factors ...Unresolved Staff Comments ...Properties ...Legal Proceedings ...Mine ...

  • Page 9
    ...which are beyond our control. Forward-looking statements in this report may include, without limitation, statements regarding sales growth, comparable store net sales, number of stores providing installation services, impact of cannibalization, price changes, inventory availability and inventory per...

  • Page 10
    ... company and certain direct and indirect subsidiaries, including Lumber Liquidators, Inc., Lumber Liquidators Services, LLC and Lumber Liquidators Canada Inc., conducting our operations. Lumber Liquidators Holdings, Inc. is a Delaware corporation with headquarters in Toano, Virginia. Competitive...

  • Page 11
    ... with mills that can provide sustainable and growing supplies of high-quality product. In the first quarter of 2015, we expect to begin operating a 1,500 square foot lab within our new East Coast distribution facility. The lab will feature two temperature and humidity controlled conditioning rooms...

  • Page 12
    ... with ''peel-and-stick'' or click-together ease. Our bamboo, cork and vinyl plank ï¬,ooring products carry wear limited warranties ranging from 25 to 50 years, and our Bellawood bamboo products carry a 100-year, transferable limited warranty. Moldings and Accessories. We offer a wide variety of wood...

  • Page 13
    .... Supply Chain. Our supply chain is wholly focused on delivering our complete assortment of products to our customers more timely than our competitors. Our distribution facilities are located in California and Virginia. Additionally, we lease the services of a third party consolidation center in...

  • Page 14
    ... with a larger base of casual customers, our real estate strategy of locating stores in retail areas more familiar to the customer and increased in-store service levels through our Best People initiative. All of our new stores opened in 2013 and 2014 featured the new design, and we have remodeled 39...

  • Page 15
    ... no competitor has a comparable product, we restrict all ad-hoc discounting. We also compete against the national home improvement warehouse chains, including Home Depot and Lowe's, which together have over 4,000 store locations in the U.S. Catalina estimates that Lumber Liquidators, Home Depot...

  • Page 16
    ...such as a virtual room designer and Color Match, which allows customers to match their ï¬,oor to a specific color, cabinet, furniture or competitive option. Flooring samples of all the products we offer are available in our stores, and can be ordered through our call center and website. In addition...

  • Page 17
    ... in sales, customer service and product support. In addition to receiving telephone calls, our call center associates chat online with visitors to our website, respond to emails from our customers and engage in telemarketing activities. Customers can contact our call center to place an order, to...

  • Page 18
    ...United States, including Lumber Liquidators௡, Hardwood Floors For Less!௡, Bellawood௡, 1-800-HARDWOOD௡, 1-800-FLOORING௡, Dura-Wood௡, Quickclic௡, Virginia Mill Works Co. Hand Scraped and Distressed Floors௡, Morning Star Bamboo Flooring௡, Dream Home Laminate Floors௡, Builder's Pride...

  • Page 19
    ...NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information that we file electronically...

  • Page 20
    ...credit becomes less available; tax rates and health care costs increase; regions where we operate experience unfavorable demographic trends; fuel costs or utility expenses increase; or home prices depreciate. In the event of a decrease in discretionary spending, home remodeling activity or new home...

  • Page 21
    ..., 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...

  • Page 22
    ...timely and efficient manner. The need to develop new relationships will be particularly important as we seek to expand our operations and enhance our product offerings in the future. Any inability to do so could reduce our competitiveness, slow our plans for further expansion and cause our net sales...

  • Page 23
    ... to our products, we may spend significant time and resources in order to comply with applicable advertising, importation, exportation, environmental, health and safety laws and regulations. If we should violate these laws and regulations, we could experience delays in shipments of our goods, be...

  • Page 24
    ...ts. Our future results will depend on various factors, including the following the successful selection of new markets and store locations; the implementation of and results generated by our new showroom format; our ability to negotiate leases on acceptable terms; management of store opening costs...

  • Page 25
    ..., Virginia upon which we constructed a million square foot distribution center. The facility became fully operational in January 2015. This was our first real estate purchase and is the first distribution center owned by us. The cost of operating and managing the East Coast distribution center may...

  • Page 26
    ... and operating results. Our plans call for a significant number of new stores, and increased orders from our website, call center and catalogs. Our existing management information systems, including our store management systems and financial and management controls, may be unable to support our...

  • Page 27
    ... systems to integrate the activities of our stores, website and call center, to process orders, to respond to customer inquiries, to manage inventory, to purchase merchandise and to sell and ship goods on a timely basis. We may experience operational problems with our information systems as a result...

  • Page 28
    ..., competition for qualified store managers and sales associates among ï¬,ooring retailers is intense. We may not succeed in attracting and retaining the personnel we require to conduct our current operations and support our potential future growth. In addition, as we expand into new markets, we...

  • Page 29
    ... in recommendations or earnings estimates by research analysts who follow Lumber Liquidators or other companies in our industry; variations in general economic conditions; actions of our current stockholders, including sales of common stock by our directors and executive officers; the arrival or...

  • Page 30
    ...quarter or for any year. Average store net sales or comparable store net sales in any particular future period may decrease. In the future, operating results may fall below the expectations of research analysts and investors, which could cause the price of our common stock to fall. Our anti-takeover...

  • Page 31
    ... California Colorado Connecticut Delaware Florida Georgia Idaho Illinois Indiana 5 5 2 37 7 6 3 21 10 2 15 7 Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Nebraska 3 3 4 5 3 9 10 10 6 2 5 2 Nevada New Hampshire New Jersey New Mexico New York...

  • Page 32
    ...result of its investigation. Kiken Matter On or about November 26, 2013, Gregg Kiken (''Kiken'') filed a securities class action lawsuit, which was subsequently amended, in the United States District Court for the Eastern District of Virginia against us, our founder, our Chief Executive Officer and...

  • Page 33
    ...filed a purported class action lawsuit in the United States District Court for the Northern District of California alleging that the Morning Star bamboo ï¬,ooring (the ''Bamboo Product'') that we sell is defective. On February 13, 2015, Gold filed an amended complaint, which added three additional...

  • Page 34
    ...31, 2014, we were paying these rates on each applicable purchase. In January 2015, pursuant to the second annual review, the DOC issued a preliminary AD rate of 18.27% for purchases from December 2012 through November 2013 and a preliminary CVD rate of 0.97% for purchases in fiscal year 2012. These...

  • Page 35
    ... table sets forth the range of high and low sales prices per share as reported by the NYSE for each quarter during the last two fiscal years. Price Range High Low 2014: Fourth Quarter Third Quarter . Second Quarter First Quarter . . 2013: Fourth Quarter Third Quarter . Second Quarter First Quarter...

  • Page 36
    ... stock. Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 2014 450.00 400.00 350.00 300.00 250.00 200.00 150.00 100.00 50.00 0.00 12/ 31/ 200 9 12/ 31/ 201 0 12/ 31/ 201 1 12/ 31/ 201 2 12/ 31/ 201 3 12/ 31/ 201 4 Lumber Liquidators Holdings...

  • Page 37
    ...any future period. 2014 Year Ended December 31, 2013 2012 2011 (dollars in thousands, except per share amounts) 2010 Statement of Income Data Net sales ...Comparable store net sales (decrease) increase(1) ...Cost of sales ...Gross profit ...Selling, general and administrative expenses ...Operating...

  • Page 38
    ...through 352 Lumber Liquidators stores in 46 states in the United States (''U.S.'') and in Canada, a call center, websites and catalogs. We offer an extensive selection of premium hardwood ï¬,ooring products under multiple proprietary brands at low prices designed to appeal to a diverse customer base...

  • Page 39
    ... history. During the year, we: • Completed a significant optimization of our supply chain, including implementation of product allocation intelligence, operation of our second major distribution center on the West Coast, and construction of a million square foot facility on the East Coast, which...

  • Page 40
    ... changes in our sales mix and a lower average retail price per unit received from our customers. We plan to open 30 to 35 new store locations, remodel 15 to 20 existing stores and increase the number of stores where we provide installation services to approximately 150 by the end of 2015. Though our...

  • Page 41
    ...store base unit count by 10.7%, 10.4% and 9.5% in 2014, 2013 and 2012, respectively, with 34, 30 and 25 locations, respectively, opened in existing markets where brand awareness tends to increase first year net sales per unit relative to a new market. Net sales of delivery and installation services...

  • Page 42
    ..., including the impact of our sourcing initiatives; Customs and duty charges; Changes in the mix of products sold; Changes in the average retail price per unit sold; Changes in the average retail price and related cost of services, including installation and delivery; Changes in finishing costs to...

  • Page 43
    ... comparing 2014 to 2013, and the reserve at December 31, 2014 was $3.2 million, up from $1.3 million at the end of 2013. In 2013 and 2012, gross margin benefitted from supply chain initiatives to improve the accuracy and visibility of product movement within the distribution centers and the stores...

  • Page 44
    ... stores and the West Coast distribution center. Stock-based compensation in 2013 included a special grant of restricted stock to certain members of management in March 2013 which fully vested in March 2014. In addition, our chief executive officer, who does not participate in our regular annual...

  • Page 45
    ... between 30 and 35 new store locations, using up to $10 million of cash; remodel or relocate 15 to 20 existing stores, using up to $5 million of cash; complete our East Coast distribution center and new finishing line; continue to invest in vertical integration initiatives; continue to invest in...

  • Page 46
    ... lines and our Corporate Headquarters. In 2014 and 2013, capital expenditures also included remodeling of existing stores to our expanded showroom format and $37.6 million and $8.4 million, respectively, for land, buildings and equipment for the East Coast distribution facility and $1.2 million...

  • Page 47
    ... 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 39

  • Page 48
    ... impact on our financial condition or operating performance. Actual sales returns did not vary materially from estimated amounts for 2014, 2013 or 2012. In addition, customers who do not take immediate delivery of their purchases are generally required to pay a deposit, equal to approximately half...

  • Page 49
    ... Chinese yuan and Brazilian real. We currently do not engage in any exchange rate hedging activity and currently have no intention to do so in the foreseeable future. However, in the future, in an effort to mitigate losses associated with these risks, we may at times engage in transactions involving...

  • Page 50
    ...LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting ...Consolidated Balance Sheets as of December 31, 2014 and 2013 ...Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 ...Consolidated Statements of Other Comprehensive...

  • Page 51
    ... the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lumber Liquidators Holdings, Inc. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash ï¬,ows for each of the three years in the period...

  • Page 52
    ... Lumber Liquidators Holdings, Inc. as of December 31, 2014 and 2013, and the related consolidated statements of income, other comprehensive income, stockholders' equity, and cash ï¬,ows for each of the three years in the period ended December 31, 2014 and our report dated February 25, 2015 expressed...

  • Page 53
    Lumber Liquidators Holdings, Inc. Consolidated Balance Sheets (in thousands, except share data) 2014 December 31, 2013......Customer Deposits and Store Credits Accrued Compensation ...Sales and Income Tax ...,557,570 shares outstanding, respectively) ...Treasury Stock, at cost (2,816,780 and 2,133,...

  • Page 54
    Lumber Liquidators Holdings, Inc. Consolidated Statements of Income (in thousands, except share data and per share amounts) 2014 Year Ended December 31, 2013 2012 Net Sales ...Cost of Sales ...Gross Profit ...Selling, General and Administrative Expenses Operating Income ...Other (Income) Expense ...

  • Page 55
    Lumber Liquidators Holdings, Inc. Consolidated Statements of Other Comprehensive Income (in thousands) 2014 Year Ended December 31, 2013 2012 Net Income ...Foreign Currency Translation Adjustments ...Comprehensive Income ... $63,371 (234) $63,137 $77,395 (635) $76,760 $47,064 267 $47,331 See ...

  • Page 56
    ... Balance, December 31, 2011 Stock-Based Compensation Expense ...Exercise of Stock Options . . Excess Tax Benefits on Stock Option Exercises ...Release of Restricted Shares Common Stock Repurchased Translation Adjustment ...Net Income ...Balance, December 31, 2012 Stock-Based Compensation Expense...

  • Page 57
    Lumber Liquidators Holdings, Inc. Consolidated Statements of Cash Flows (in thousands) 2014 Year Ended December 31, 2013 2012 Cash Flows from Operating Activities: Net Income ...Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization ......

  • Page 58
    ...states and nine store locations in Canada at December 31, 2014. In addition to the store locations, the Company's products may be ordered, and customer questions/concerns addressed, through both its call center in Toano, Virginia, and its website, www.lumberliquidators.com. The Company finishes the...

  • Page 59
    ... in 2014, 2013 or 2012. Goodwill and Other Indefinite-Lived Intangibles Goodwill represents the costs in excess of the fair value of net assets acquired associated with acquisitions by the Company. Other assets include $800 for an indefinite-lived intangible asset for the phone number 1-800...

  • Page 60
    ... in customer deposits and store credits until the customer takes possession of the merchandise. Cost of Sales Cost of sales includes the cost of the product sold, cost of installation services, transportation costs from vendor to the Company's distribution centers or store locations, any applicable...

  • Page 61
    ...40 5 to 25 3 to 10 1 to 15 The Company has operating leases for its stores, Corporate Headquarters, certain of its distribution facilities, supplemental office facilities and certain equipment. The lease agreements for certain stores and distribution facilities contain rent escalation clauses, rent...

  • Page 62
    ...reporting period, and early application is not permitted. Therefore, the amendments in ASU 2014-09 will become effective for the Company at the beginning of its 2017 fiscal year. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements...

  • Page 63
    ... covenants at December 31, 2014. Note 4. Leases The Company has operating leases for its stores, Corporate Headquarters, Hampton Roads and West Coast distribution centers, supplemental office facilities and certain equipment. The store location leases are operating leases and generally have five...

  • Page 64
    ... all other operating leases, were as follows at December 31, 2014: Operating Leases Controlled Companies Store Headquarters Leases Lease Store Leases Distribution Centers & Other Leases Total Operating Leases 2015 ...2016 ...2017 ...2018 ...2019 ...Thereafter ...Total minimum lease payments Note...

  • Page 65
    ...consisted of: 2014 Year Ended December 31, 2013 2012 Stock Options, Restricted Shares and Stock Appreciation Rights ...Overview $5,593 $5,974 $3,997 On May 6, 2011, the Company's stockholders approved the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan (the ''2011 Plan''), which...

  • Page 66
    ... a weighted average period of approximately 2.3 years. 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. The weighted average fair value of options granted during 2014, 2013 and 2012 was $43.21, $29.66...

  • Page 67
    Lumber Liquidators Holdings, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share data and per share amounts) Note 6. Stock-Based Compensation âˆ' (continued) the options represents the estimated period of time until exercise and is determined by considering the ...

  • Page 68
    Lumber Liquidators Holdings, Inc. Notes to Consolidated Financial Statements (amounts in thousands, except share data and per share amounts) Note 7. Income Taxes The components of income before income taxes were as follows: 2014 Year Ended December 31, 2013 2012 United States ...Foreign ...Total ...

  • Page 69
    ... operating losses may be carried forward up to 20 years to offset future taxable income. The Company made income tax payments of $33,281, $30,154 and $29,035 in 2014, 2013 and 2012, respectively. The reconciliation of unrecognized tax benefits was as follows: 2014 Year Ended December 31, 2013 2012...

  • Page 70
    ... December 31, 2014, the Company had a remaining accrual of $468, which was subsequently paid in January 2015. Government Investigation On September 26, 2013, sealed search warrants were executed at the Company's corporate offices in Toano and Richmond, Virginia by the Department of Homeland Security...

  • Page 71
    ... action. TCPA Matter On or about March 4, 2014, Richard Wade Architects, P.C. (''RWA'') filed a lawsuit in the United States District Court for the Northern District of Illinois (the ''RWA Lawsuit''), which was subsequently amended, alleging that Lumber Liquidators violated the Telephone Consumer...

  • Page 72
    ... filed a purported class action lawsuit in the United States District Court for the Northern District of California alleging that the Morning Star bamboo ï¬,ooring (the ''Bamboo Product'') that the Company sells is defective. On February 13, 2015, Gold filed an amended complaint, which added three...

  • Page 73
    ..., 2014, the Company was paying these rates on each applicable purchase. In January 2015, pursuant to the second annual review, the DOC issued a preliminary AD rate of 18.27% for purchases from December 2012 through November 2013 and a preliminary CVD rate of 0.97% for purchases in fiscal year 2012...

  • Page 74
    ...AD and CVD rates has been initiated in February 2015, with preliminary rates expected in late 2015 or early 2016. Any change in the applicable rates as a result of the third annual review would apply to imports occurring after the second period of review. Other Matters The Company is also, from time...

  • Page 75
    ... and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing...

  • Page 76
    ... the definitive proxy statement for our 2015 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2014. Code of Ethics We have a Code of Business Conduct and Ethics, which applies to all employees, officers and directors of Lumber Liquidators Holdings, Inc...

  • Page 77
    ...II, Item 8. 1. Financial Statement 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, 2014, 2013 and 2012. All other financial statement schedules have been...

  • Page 78
    Lumber Liquidators Holdings, Inc. Schedule II - Analysis of Valuation and Qualifying Accounts For the Years Ended December 31, 2014, 2013 and 2012 (in thousands) Balance Beginning of Year Additions Charged to Cost and Expenses Deductions(1) Other Balance End of Year For the Year Ended December 31...

  • Page 79
    ...the undersigned, thereunto duly authorized on February 25, 2015. LUMBER LIQUIDATORS HOLDINGS, INC. By: /s/ Robert M. Lynch Robert M. Lynch 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...

  • Page 80
    ... incorporated by reference) Lumber Liquidators 2004 Stock Option and Grant Plan (filed as Exhibit 10.3 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) Offer Letter Agreement with...

  • Page 81
    ... 2002 Certification of Principal Executive Officer and Principal Financial Officer of Lumber Liquidators Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley act of 2002 The following financial statements from the Company's Form 10-K for the year ended December 31, 2014, formatted in XBRL...

  • Page 82
    ... Willow Rd, Suite 203 • 812.618.1301 Fort Wayne - 2639 Goshen Rd • 260.494.3210 Greenwood - 2117 Independence Dr • 317.522.0076 Indianapolis - 8410 N Michigan Rd • 317.541.1444 Lafayette - 4315 Commerce Dr; Suite 410 • 765.588.3554 Merrillville - 1140 US 30 West • 219.801.7622 South Bend...

  • Page 83
    ....6827 UTAH Lindon - 1451 West 40 South, Suite 100 • 801.429.9465 Salt Lake City - 515 W Pickett Circle, Suite 100 • 801.886.8878 NEW JERSEY Atlantic City (Pleasantville) - 7034 Black Horse Pike • 609.910.0897 Cherry Hill - 1205 Warren Ave • 856.324.4450 East Brunswick - 2 Claire Rd, Suite...

  • Page 84
    ... one day. They had never installed anything like this before, but they did a great job! The guys at our local store in Greenville, NC were fabulous to work with! We are very pleased with our new floors and will be back again in the future to complete more projects in our home!" Kathy, North Carolina