UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-33767

Lumber Liquidators Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-1310817
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3000 John Deere Road Toano,  Virginia	23168
(Address of Principal Executive Offices)	(Zip Code)

(757) 259-4280

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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	LL	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒  Yes  ◻  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒Yes  ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2  of the Exchange Act:

◻  Large accelerated filer ☒  Accelerated filer ◻  Non-accelerated filer ☐  Smaller reporting company ☐  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.◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).  ☐  Yes   ☒  No

As of August 1, 2019, there are 28,701,095shares of the registrant’s common stock, par value of $0.001 per share, outstanding.

LUMBER LIQUIDATORS HOLDINGS, INC.

Quarterly Report on Form 10‑Q

For the quarter ended June 30, 2019

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION	2
Item 1.	Condensed Consolidated Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II – OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
	Signatures	38

1

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.

Lumber Liquidators Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)

	June 30,		December 31,
	2019		2018
Assets
Current Assets:
Cash and Cash Equivalents	$	12,727	$	11,565
Merchandise Inventories		303,700		318,272
Prepaid Expenses		9,142		6,299
Deposit for Legal Settlement		21,500		21,500
Other Current Assets		9,307		8,667
Total Current Assets		356,376		366,303
Property and Equipment, net		93,074		93,689
Operating Lease Right-of-Use		113,375		—
Goodwill		9,693		9,693
Other Assets		5,792		5,832
Total Assets	$	578,310	$	475,517
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts Payable	$	67,826	$	73,412
Customer Deposits and Store Credits		42,888		40,332
Accrued Compensation		9,050		9,265
Sales and Income Tax Liabilities		4,838		4,200
Accrual for Legal Matters and Settlements Current		68,475		97,625
Operating Lease Liabilities - Current		30,711		—
Other Current Liabilities		19,355		17,290
Total Current Liabilities		243,143		242,124
Other Long-Term Liabilities		13,144		20,203
Operating Lease Liabilities - Long-Term		90,262		—
Deferred Tax Liability		863		792
Credit Agreement		89,500		65,000
Total Liabilities		436,912		328,119
Stockholders’ Equity:
Common Stock ($0.001 par value; 35,000 shares authorized; 29,941 and 31,578 shares issued and 28,701 and 28,627 shares outstanding, respectively)		30		32
Treasury Stock, at cost (1,239 and 2,951 shares, respectively)		(142,269)		(141,828)
Additional Capital		216,159		213,744
Retained Earnings		69,055		76,835
Accumulated Other Comprehensive Loss		(1,577)		(1,385)
Total Stockholders’ Equity		141,398		147,398
Total Liabilities and Stockholders’ Equity	$	578,310	$	475,517

See accompanying notes to condensed consolidated financial statements

2

Lumber Liquidators Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Sales
Net Merchandise Sales	$	250,658	$	248,967	$	488,557	$	485,482
Net Services Sales		37,909		34,507		66,230		59,764
Total Net Sales		288,567		283,474		554,787		545,246
Cost of Sales
Cost of Merchandise Sold		157,801		156,636		309,226		305,019
Cost of Services Sold		28,279		25,528		49,463		43,945
Total Cost of Sales		186,080		182,164		358,689		348,964
Gross Profit		102,487		101,310		196,098		196,282
Selling, General and Administrative Expenses		103,864		102,223		200,896		198,641
Operating Loss		(1,377)		(913)		(4,798)		(2,359)
Other Expense		1,068		346		2,358		667
Loss Before Income Taxes		(2,445)		(1,259)		(7,156)		(3,026)
Income Tax Expense		411		195		624		400
Net Loss	$	(2,856)	$	(1,454)	$	(7,780)	$	(3,426)
Net Loss per Common Share—Basic	$	(0.10)	$	(0.05)	$	(0.27)	$	(0.12)
Net Loss per Common Share—Diluted	$	(0.10)	$	(0.05)	$	(0.27)	$	(0.12)
Weighted Average Common Shares Outstanding:
Basic		28,692		28,546		28,669		28,527
Diluted		28,692		28,546		28,669		28,527

See accompanying notes to condensed consolidated financial statements

3

Lumber Liquidators Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Loss	$	(2,856)	$	(1,454)	$	(7,780)	$	(3,426)
Other Comprehensive Loss:
Foreign Currency Translation Adjustments		(309)		(73)		(192)		(105)
Total Other Comprehensive Loss		(309)		(73)		(192)		(105)
Comprehensive Loss	$	(3,165)	$	(1,527)	$	(7,972)	$	(3,531)

See accompanying notes to condensed consolidated financial statements

4

Lumber Liquidators Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, in thousands)

													Total
	Common Stock			Treasury Stock			Additional		Retained				Stockholders'
	Shares	Value		Shares	Value		Capital		Earnings		AOCL		Equity
March 31, 2018	28,540	$	31	2,930	$	(141,439)	$	209,676	$	129,242	$	(1,184)	$	196,326
Stock-Based Compensation Expense	—		—	—		—		1,237		—		—		1,237
Exercise of Stock Options	3		—	—		—		40		—		—		40
Release of Restricted Shares	8		—	—		—		—		—		—		—
Common Stock Repurchased	—		—	5		(103)		—		—		—		(103)
Translation Adjustment	—		—	—		—		—		—		(73)		(73)
Net Loss	—		—	—		—		—		(1,454)		—		(1,454)
June 30, 2018	28,551	$	31	2,935	$	(141,542)	$	210,953	$	127,788	$	(1,257)	$	195,973
March 31, 2019	28,682	$	32	2,979	$	(142,157)	$	214,798	$	71,911	$	(1,268)	$	143,316
Stock-Based Compensation Expense	—		—	—		—		1,361		—		—		1,361
Exercise of Stock Options	—		—	—		—		—		—		—		—
Release of Restricted Shares	19		—	—		—		—		—		—		—
Common Stock Repurchased and Transferred	—		(2)	(1,740)		(112)		—		—		—		(114)
Translation Adjustment	—		—	—		—		—		—		(309)		(309)
Net Loss	—		—	—		—		—		(2,856)		—		(2,856)
June 30, 2019	28,701	$	30	1,239	$	(142,269)	$	216,159	$	69,055	$	(1,577)	$	141,398

													Total
	Common Stock			Treasury Stock			Additional		Retained				Stockholders'
	Shares	Value		Shares	Value		Capital		Earnings		AOCL		Equity
December 31, 2017	28,490	$	31	2,907	$	(140,875)	$	208,629	$	131,214	$	(1,152)	$	197,847
Stock-Based Compensation Expense	—		—	—		—		2,244		—		—		2,244
Exercise of Stock Options	6		—	—		—		80		—		—		80
Release of Restricted Shares	55		—	—		—		—		—		—		—
Common Stock Repurchased	—		—	28		(667)		—		—		—		(667)
Translation Adjustment	—		—	—		—		—		—		(105)		(105)
Net Loss	—		—	—		—		—		(3,426)		—		(3,426)
June 30, 2018	28,551	$	31	2,935	$	(141,542)	$	210,953	$	127,788	$	(1,257)	$	195,973
December 31, 2018	28,627	$	32	2,951	$	(141,828)	$	213,744	$	76,835	$	(1,385)	$	147,398
Stock-Based Compensation Expense	—		—	—		—		2,415		—		—		2,415
Release of Restricted Shares	74		—	—		—		—		—		—		—
Common Stock Repurchased and Transferred	—		(2)	(1,712)		(441)		—		—		—		(443)
Translation Adjustment	—		—	—		—		—		—		(192)		(192)
Net Loss	—		—	—		—		—		(7,780)		—		(7,780)
June 30, 2019	28,701	$	30	1,239	$	(142,269)	$	216,159	$	69,055	$	(1,577)	$	141,398

See accompanying notes to condensed consolidated financial statements

5

Lumber Liquidators Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)

	Six Months Ended June 30,
	2019		2018
Cash Flows from Operating Activities:
Net Loss	$	(7,780)	$	(3,426)
Adjustments to Reconcile Net Loss:
Depreciation and Amortization		8,599		9,567
Stock-Based Compensation Expense		2,415		2,123
Loss on Disposal of Fixed Assets		50		23
Changes in Operating Assets and Liabilities:
Merchandise Inventories		13,509		(38,648)
Accounts Payable		(4,729)		5,034
Customer Deposits and Store Credits		2,652		6,925
Prepaid Expenses and Other Current Assets		(3,557)		307
Accrual for Legal Matters and Settlements		4,575		2,951
Payments for Legal Matters and Settlements		(33,725)		(1,691)
Other Assets and Liabilities		3,899		(4,695)
Net Cash Used in Operating Activities		(14,092)		(21,530)
Cash Flows from Investing Activities:
Purchases of Property and Equipment		(8,907)		(6,584)
Other Investing Activities		64		28
Net Cash Used in Investing Activities		(8,843)		(6,556)
Cash Flows from Financing Activities:
Borrowings on Credit Agreement		63,000		29,000
Payments on Credit Agreement		(38,500)		(9,000)
Other Financing Activities		(1,074)		(1,199)
Net Cash Provided by Financing Activities		23,426		18,801
Effect of Exchange Rates on Cash and Cash Equivalents		671		469
Net Increase (Decrease) in Cash and Cash Equivalents		1,162		(8,816)
Cash and Cash Equivalents, Beginning of Period		11,565		19,938
Cash and Cash Equivalents, End of Period	$	12,727	$	11,122

See accompanying notes to condensed consolidated financial statements

6

Lumber Liquidators Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Amounts in thousands, except per share amounts)

Note 1.       Basis of Presentation

Lumber Liquidators Holdings, Inc. and its direct and indirect subsidiaries (collectively and, where applicable, individually, the “Company”) engage in business as a multi-channel specialty retailer of hard-surface flooring, and hard-surface flooring enhancements and accessories, operating as a single operating segment. The Company offers an extensive assortment of exotic and domestic hardwood species, engineered hardwood, laminate, resilient vinyl, waterproof vinyl plank and porcelain tile flooring direct to the consumer. The Company also features the renewable flooring products, bamboo and cork, and provides a wide selection of flooring enhancements and accessories, including moldings, noise-reducing underlayment, adhesives and flooring tools. The Company also provides in-home delivery and installation services to its customers. The Company sells primarily to homeowners or to contractors on behalf of homeowners through a network of store locations in metropolitan areas. As of June 30, 2019, the Company’s stores spanned 47 states in the United States (“U.S.”) and included eight stores in Canada. 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. Until January 2019, the Company finished the majority of its Bellawood products on its finishing lines in Toano, Virginia, which along with the call center, corporate offices, and a distribution center, represent the “Corporate Headquarters.” In July of 2018, the Company announced its plan to sell its finishing line equipment to an unaffiliated third-party purchaser and to relocate its corporate headquarters to Richmond, Virginia, in 2019. The Company ceased finishing floors in January 2019.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10‑Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. However, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s annual report filed on Form 10‑K for the year ended December 31, 2018.

The condensed consolidated financial statements of the Company include the accounts of its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of future results to be expected for the full year due to a number of factors, including seasonality.

Note 2.       Summary of Significant Accounting Policies

Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash and cash equivalents, accounts payable and other liabilities approximates fair value because of the short-term nature of these items. The carrying amount of obligations under the Credit Agreement approximates fair value due to the variable rate of interest.

Merchandise Inventories

The Company values merchandise inventories at the lower of merchandise cost or net realizable value. The Company determines merchandise cost using the weighted average method.  All of the hardwood flooring we purchase from suppliers is either prefinished or unfinished and in immediate saleable form. Inventory cost includes the costs of bringing an article to its existing condition and location, such as shipping and handling and import tariffs. The Company periodically reviews the carrying value of items in inventory and records a lower of cost or net realizable value

7

adjustment when there is evidence that the utility of inventory will be less than its cost. In determining net realizable value, the Company makes judgments and estimates as to the market value of its products, based on factors such as historical results and current sales trends. Although the Company believes its products are appropriately valued as of the balance sheet date, there can be no assurance that future events or changes in key assumptions would not significantly impact their value.

Recognition of Net Sales

The Company generates revenues primarily by retailing merchandise flooring and accessories in the form of solid and engineered hardwood, bamboo, cork, laminate, resilient vinyl, waterproof vinyl plank and porcelain tile flooring. Additionally, the Company expands its revenues by offering services to deliver and/or install this merchandise for its customers; it considers these services to be separate performance obligations. The separate performance obligations are detailed on the customer’s invoice(s) and the customer often purchases flooring merchandise without purchasing installation or delivery services. Sales occur through a network of 415 stores, which spanned 47 states including eight stores in Canada, at June 30, 2019. In addition, both the merchandise and services can be ordered through a call center and from the Company’s website, www.lumberliquidators.com. The Company’s agreements with its customers are of short duration (less than a year) and as such the Company has elected not to disclose revenue for partially satisfied contracts that will be completed in the days following the end of a period as permitted by GAAP. The Company reports its revenues exclusive of sales taxes collected from customers and remitted to governmental taxing authorities, consistent with past practice.

Revenue is based on consideration specified in a contract with a customer, and excludes any sales incentives from vendors and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or performing service for a customer. Revenues from installation and freight services are recognized when the delivery is made or the installation is complete, which approximates the recognition of revenue over time due to the short duration of service provided. The price of the Company’s merchandise and services are specified in the respective contracts and detailed on the invoice reviewed with the customer including any discounts. The Company generally requires customers to pay a deposit, equal to approximately half of the retail sales value, when ordering merchandise not regularly carried in a given location or not currently in stock. In addition, the Company generally does not extend credit to its customers with payment due in full at the time the customer takes possession of merchandise or when the service is provided. Customer payments and deposits received in advance of the customer taking possession of the merchandise or receiving the services are recorded as deferred revenues in the accompanying condensed consolidated balance sheet caption Customer Deposits and Store Credits.

The following table shows the activity in this account for the periods noted:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Customer Deposits and Store Credits, Beginning Balance	$	(47,633)	$	(43,493)	$	(40,332)	$	(38,546)
New Deposits		(302,429)		(302,881)		(594,262)		(588,403)
Recognition of Revenue		288,567		283,474		554,787		545,246
Sales Tax included in Customer Deposits		17,483		17,487		34,264		34,092
Other		1,124		66		2,655		2,264
Customer Deposits and Store Credits, Ending Balance	$	(42,888)	$	(45,347)	$	(42,888)	$	(45,347)

Subject to limitations under the Company’s policy, return of unopened merchandise is accepted for 90 days. The amount of revenue recognized for flooring merchandise is adjusted for expected returns, which are estimated based on the Company’s historical data, current sales levels, and forecasted economic trends. The Company uses the expected value method to estimate returns because it has a large number of contracts with similar characteristics. The Company reduces revenue by the amount of expected returns and records it within accrued expenses and other on the condensed consolidated balance sheet.  The Company continues to estimate the amount of returns based on the historical data. In addition, the Company recognizes a related asset for the right to recover returned merchandise and records it in the other

8

current assets caption of the accompanying condensed consolidated balance sheet. This amount was $1.4 million at June 30, 2019. The Company recognizes sales commissions as incurred since the amortization period is less than one year. The Company offers a range of limited warranties for the durability of the finish on its prefinished products. These limited warranties range from one to 100 years, with lifetime warranties for certain of the Company’s products. Warranty reserves are based primarily on claims experience, sales history and other considerations. Warranty costs are recorded in cost of sales.

In total, the Company offers hundreds of different flooring products; however, no single flooring product represented a significant portion of its sales mix. By major product category, the Company’s sales mix was as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
	2019				2018				2019				2018
Manufactured Products 1	$	118,212	41	%	$	99,920	35	%	$	228,679	41	%	$	190,848	35	%
Solid and Engineered Hardwood		83,547	29	%		97,640	35	%		165,382	30	%		194,332	36	%
Moldings and Accessories and Other		48,899	17	%		51,407	18	%		94,496	17	%		100,302	18	%
Installation and Delivery Services		37,909	13	%		34,507	12	%		66,230	12	%		59,764	11	%
Total	$	288,567	100	%	$	283,474	100	%	$	554,787	100	%	$	545,246	100	%

1     Includes laminate, vinyl, engineered vinyl plank and porcelain tile.

Cost of Sales

Cost of sales includes the cost of products sold, including tariffs, the cost of installation services, and transportation costs from vendors to the Company’s distribution centers or store locations. It also includes any applicable finishing costs related to production of the Company’s proprietary brands, transportation costs from distribution centers to store locations, transportation costs for the delivery of products from store locations to customers, certain costs of quality control procedures, warranty and customer satisfaction costs, inventory adjustments including obsolescence and shrinkage, and costs to produce samples, which are net of vendor allowances. The Company ceased finishing floors in January 2019, as previously disclosed in the Form 10-K for the year ended December 31, 2018.

Leases

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), which created ASC Topic 842, Leases, and superseded the lease accounting requirements in Topic 840, Leases. In summary, Topic 842 requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option to not restate comparative periods in transition and elect to use the effective date of ASC 842 as the date of initial application of transition, which the Company elected. As a result of the adoption of ASC 842 on January 1, 2019, the Company recorded both operating lease right-of-use (“ROU”) assets of $113 million and lease liabilities of $121 million. The adoption of ASC 842 had an immaterial impact on the Company’s condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three and six month periods ended June 30, 2019. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carryforward the historical lease classification.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and operating lease liabilities on the condensed consolidated balance sheets. The operating lease ROU assets and operating lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also is adjusted for any lease payments made and excludes lease

9

incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease typically, at the Company’s own discretion. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. Many of the Company’s leases include both lease (e.g., payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Lease expense for minimum lease payments is recognized on a straight-line basis over the term of the agreement.

The Company made an accounting policy election that payments under agreements with an initial term of 12 months or less will not be included on the condensed consolidated balance sheet but will be recognized in the condensed consolidated statements of operations on a straight-line basis over the term of the agreement.

Additional information and disclosures required by this new standard are contained in “Note 7, Leases.”

Recent Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued Accounting Standards Update No. 2018‑15 (“ASU 2018‑15”), which provides guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract, as initially published in Accounting Standards Update No. 2015‑05, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. In summary, the new standard requires customers of cloud computing services to recognize an intangible asset for the software license and, to the extent that payments attributable to the software license are made over time, a liability is also recognized. The new standard also allows customers of cloud computing services to capitalize certain implementation costs. The amendments in ASU 2018‑15 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Therefore, the new standard will become effective for the Company at the beginning of its 2020 fiscal year, although early adoption is permitted for all entities. The Company will evaluate the impact of ASU 2018‑15 when recording cloud computing arrangements.

Note 3.       Stockholders’ Equity

Net Loss per Common Share

The following table sets forth the computation of basic and diluted net loss per common share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Loss	$	(2,856)	$	(1,454)	$	(7,780)	$	(3,426)
Weighted Average Common Shares Outstanding—Basic		28,692		28,546		28,669		28,527
Effect of Dilutive Securities:
Common Stock Equivalents		—		—		—