UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _____________ to _______________
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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. ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of August 8, 2022 was
INDEX TO FORM 10-Q FILING
FOR THE NINE MONTHS ENDED JUNE 30, 2022
TABLE OF CONTENTS
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PART I |
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3 |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and September 30, 2021 |
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4 |
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5 |
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6 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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23 |
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Item 3. |
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34 |
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Item 4. |
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34 |
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PART II |
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36 |
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Item 1. |
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36 |
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Item 1A. |
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36 |
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Item 2. |
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36 |
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Item 3. |
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36 |
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Item 4. |
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37 |
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Item 5. |
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37 |
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Item 6. |
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38 |
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39 |
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
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June 30, 2022 |
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September 30, 2021 |
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(Unaudited) |
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Assets |
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Cash |
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$ |
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$ |
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Trade receivables, net of allowance for doubtful accounts of approximately $ |
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Inventories, net of reserves of approximately $ |
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Prepaid expenses and other current assets |
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Debtor in possession assets |
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Total current assets |
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Property and equipment, net of accumulated depreciation of approximately $ |
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Right of use asset - operating leases |
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Deposits and other assets |
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Intangible assets, net of accumulated amortization of approximately $ |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Income taxes payable |
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Current portion of lease obligations - operating leases |
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Current portion of lease obligations - finance leases |
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Current portion of long-term debt |
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Current portion of notes payable related parties |
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Debtor-in-possession liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Lease obligation long term - operating leases |
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Lease obligation long term - finance leases |
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Notes payable related parties, net of current portion |
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Deferred taxes |
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Other non-current liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Series B convertible preferred stock, $ |
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Series E convertible preferred stock, $ |
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Common stock, $ |
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Paid in capital |
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Treasury stock common |
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Treasury stock Series E preferred |
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Retained earnings |
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Equity attributable to Live stockholders |
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Non-controlling interest |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(dollars in thousands, except per share)
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For the Three Months Ended June 30, |
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For the Nine Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses: |
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General and administrative expenses |
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Sales and marketing expenses |
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Total operating expenses |
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Operating income |
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Other income (expense): |
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Interest expense, net |
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Gain on Payroll Protection Program loan forgiveness |
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Gain (loss) on debt extinguishment |
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Loss on disposal of fixed assets |
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Loss on write-off of ROU asset |
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Gain on bankruptcy settlement |
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Other income (expense) |
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Total other income (expense), net |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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Net income attributable to non-controlling interest |
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Net income attributable to Live stockholders |
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$ |
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$ |
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$ |
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$ |
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Income per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
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For the Nine Months Ended June 30, |
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2022 |
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2021 |
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Operating Activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Loss on disposal of property and equipment |
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Gain on Payroll Protection Program loan forgiveness |
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Gain on bankruptcy settlement |
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Amortization of debt issuance cost |
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Stock based compensation expense |
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Amortization of right-of-use assets |
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Write-off of ROU asset |
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Change in reserve for uncollectible accounts |
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Change in reserve for obsolete inventory |
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Changes in assets and liabilities: |
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Trade receivables |
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Inventories |
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Income taxes payable/receivable |
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Prepaid expenses and other current assets |
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Change in deferred income taxes |
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Deposits and other assets |
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Accounts payable |
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Accrued liabilities |
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Change in other |
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Net cash provided by operating activities |
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Investing Activities: |
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Investment in SW |
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Investment in Kinetic |
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Purchase of property and equipment |
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Net cash used in investing activities |
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Financing Activities: |
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Net borrowings (payments) under revolver loans |
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Stock option exercise |
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Proceeds from issuance of notes payable |
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Purchase of common treasury stock |
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Payments on related party notes payable |
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Debtor-in-possession cash |
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Payments on financing leases |
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Payments on notes payable |
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Net cash provided by (used in) financing activities |
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Increase (decrease) in cash |
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Cash, beginning of period |
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Cash, end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(dollars in thousands)
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Series B |
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Series E |
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Common Stock |
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Series E |
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Common |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Paid-In |
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Treasury |
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Treasury |
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Retained Earnings |
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Non-controlling Interest |
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Total |
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Balance, September 30, 2021 |
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$ |
— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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< | |||||||||||||||||||||||