UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2020
☐ 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 001-33937
Live Ventures Incorporated
(Exact name of registrant as specified in its charter)
|
Nevada |
85-0206668 |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada |
89119 |
|
(Address of principal executive offices) |
(Zip Code) |
(702) 997-5968
(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) |
|
Name of each exchange on which registered |
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Common Stock, $0.001 par value per share |
|
LIVE |
|
The NASDAQ Stock Market LLC (The NASDAQ Capital Market) |
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. 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 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, 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 |
☐ |
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 ☒
The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of August 4, 2020 was 1,603,031.
FOR THE NINE MONTHS ENDED JUNE 30, 2020
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Page |
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PART I |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of June 30, 2020 (Unaudited) and September 30, 2019 |
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3 |
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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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8 |
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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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35 |
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Item 3. |
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45 |
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Item 4. |
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46 |
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PART II |
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47 |
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Item 1. |
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47 |
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Item 1A. |
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47 |
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Item 2. |
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47 |
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Item 3. |
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47 |
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Item 4. |
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48 |
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Item 5. |
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48 |
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Item 6. |
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49 |
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50 |
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2
PART I - FINANCIAL INFORMATION
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
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June 30, 2020 |
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September 30, 2019 |
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(Unaudited) |
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Assets |
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Cash |
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$ |
5,689 |
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$ |
2,681 |
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Trade receivables, net |
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13,540 |
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11,901 |
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Inventories, net |
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42,927 |
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38,558 |
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Income taxes receivable |
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83 |
|
|
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235 |
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Prepaid expenses and other current assets |
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2,313 |
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2,377 |
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Debtor in possession assets |
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611 |
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— |
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Total current assets |
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65,163 |
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55,752 |
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Property and equipment, net |
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24,687 |
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22,596 |
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Right of use asset - operating leases |
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24,585 |
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— |
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Deposits and other assets |
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88 |
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90 |
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Deferred taxes |
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2,678 |
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4,869 |
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Intangible assets, net |
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1,196 |
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2,199 |
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Goodwill |
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37,577 |
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36,947 |
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Total assets |
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$ |
155,974 |
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$ |
122,453 |
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Liabilities and Stockholders' Equity |
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Liabilities: |
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Accounts payable |
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$ |
9,841 |
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$ |
14,144 |
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Accrued liabilities |
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6,724 |
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12,984 |
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Lease obligation short term - operating leases |
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6,900 |
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— |
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Current portion of long-term debt |
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18,075 |
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7,897 |
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Debtor-in-possession liabilities |
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12,022 |
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— |
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Total current liabilities |
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53,562 |
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35,025 |
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Long-term debt, net of current portion |
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39,250 |
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47,819 |
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Lease obligation long term - operating leases |
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18,439 |
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— |
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Notes payable related parties, net of current portion |
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4,826 |
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4,826 |
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Other non-current obligations |
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318 |
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654 |
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Total liabilities |
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116,395 |
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88,324 |
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Commitments and contingencies |
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Stockholders' equity: |
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Series B convertible preferred stock, $0.001 par value, 1,000,000 shares authorized, 214,244 shares issued and outstanding at March 31, 2020 and September 30, 2019 |
|
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— |
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— |
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Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 and 77,840 shares issued and outstanding at June 30, 2020 and September 30, 2019, respectively, with a liquidation preference of $0.30 per share outstanding |
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— |
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— |
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Common stock, $0.001 par value, 10,000,000 shares authorized, 1,613,281 and 1,826,009 shares issued and outstanding at June 30, 2020 and September 30, 2019, respectively |
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2 |
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2 |
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Paid in capital |
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64,359 |
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63,924 |
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Treasury stock common 474,905 shares as of June 30, 2020 and 262,177 shares as of September 30, 2019 |
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(3,871 |
) |
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(2,438 |
) |
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Treasury stock Series E preferred 80,000 shares as of June 30, 2020 and 50,000 shares as of September 30, 2019 |
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(7 |
) |
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(4 |
) |
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Accumulated deficit |
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(20,904 |
) |
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(27,355 |
) |
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Total stockholders' equity |
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39,579 |
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34,129 |
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Total liabilities and stockholders' equity |
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$ |
155,974 |
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$ |
122,453 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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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2020 |
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2019 |
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2020 |
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2019 |
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Revenues |
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$ |
42,472 |
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$ |
47,043 |
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$ |
130,904 |
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$ |
147,212 |
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Cost of revenues |
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25,759 |
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27,797 |
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79,789 |
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89,978 |
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Gross profit |
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16,713 |
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19,246 |
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51,115 |
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57,234 |
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Operating expenses: |
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General and administrative expenses |
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8,221 |
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12,191 |
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30,731 |
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37,886 |
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Sales and marketing expenses |
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2,502 |
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3,246 |
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7,839 |
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11,403 |
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Total operating expenses |
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10,723 |
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15,437 |
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38,570 |
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49,289 |
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Operating income |
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5,990 |
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3,809 |
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12,545 |
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7,945 |
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Other (expense) income: |
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Interest expense, net |
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(1,155 |
) |
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(1,605 |
) |
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(3,782 |
) |
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(4,793 |
) |
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Gain on lease settlement, net |
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— |
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— |
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223 |
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— |
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Other income (expense) |
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173 |
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(162 |
) |
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(133 |
) |
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1,663 |
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Total other (expense) income, net |
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(982 |
) |
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(1,767 |
) |
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(3,692 |
) |
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(3,130 |
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Income before provision for income taxes |
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5,008 |
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|
2,042 |
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8,853 |
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4,815 |
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Provision for income taxes |
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1,423 |
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|
562 |
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2,402 |
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1,331 |
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Net income |
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$ |
3,585 |
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$ |
1,480 |
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$ |
6,451 |
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$ |
3,484 |
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Dividends declared - series B convertible preferred stock |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Dividends declared - series E convertible preferred stock |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Dividends declared - common stock |
|
$ |
— |
|
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$ |
— |
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$ |
— |
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$ |
— |
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Earnings per share: |
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Basic |
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$ |
2.18 |
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$ |
0.78 |
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$ |
3.72 |
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$ |
1.81 |
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Diluted |
|
$ |
1.07 |
|
|
$ |
0.41 |
|
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$ |
1.87 |
|
|
$ |
0.95 |
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Weighted average common shares outstanding: |
|
|
|
|
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|
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Basic |
|
|
1,646,836 |
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|
1,886,445 |
|
|
|
1,735,416 |
|
|
|
1,919,221 |
|
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Diluted |
|
|
3,356,043 |
|
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|
3,625,652 |
|
|
|
3,444,623 |
|
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|
3,663,038 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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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2020 |
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2019 |
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OPERATING ACTIVITIES: |
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Net income |
|
$ |
6,451 |
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$ |
3,484 |
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|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: |
|
|
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Depreciation and amortization |
|
|
3,954 |
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|
4,132 |
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Gain on lease settlement, net |
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(223 |
) |
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|
— |
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Gain or loss on disposal of property and equipment |
|
|
263 |
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(1,407 |
) |
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Amortization of debt issuance cost |
|
|
274 |
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|
299 |
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Stock based compensation expense |
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67 |
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|
110 |
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Warrant extension fair value adjustment |
|
|
368 |
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|
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— |
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Amortization of right-to-use assets |
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|
985 |
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Change in deferred rent |
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— |
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|
370 |
|
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Change in reserve for uncollectible accounts |
|
|
424 |
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|
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(193 |
) |
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Change in reserve for obsolete inventory |
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(84 |
) |
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|
(569 |
) |
|
Change in deferred income taxes |
|
|
2,190 |
|
|
|
1,211 |
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|
Change in other |
|
|
(316 |
) |
|
|
256 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
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Trade receivables |
|
|
2,702 |
|
|
|
2,807 |
|
|
Inventories |
|
|
9,398 |
|
|
|
6,898 |
|
|
Income taxes receivable |
|
|
152 |
|
|
|
114 |
|
|
Prepaid expenses and other current assets |
|
|
24 |
|
|
|
483 |
|
|
Deposits and other assets |
|
|
173 |
|
|
|
29 |
|
|
Accounts payable |
|
|
(6,266 |
) |
|
|
(2,230 |
) |
|
Accrued liabilities |
|
|
(2,461 |
) |
|
|
(1,008 |
) |
|
Net cash provided by operating activities |
|
|
18,075 |
|
|
|
14,786 |
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|
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|
INVESTING ACTIVITIES: |
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|
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|
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|
Purchase of intangible assets |
|
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(30 |
) |
|
|
(112 |
) |
|
Lonesome Oak acquisition |
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|
(550 |
) |
|
|
— |
|
|
Note receivable |
|
|
(55 |
) |
|
|
— |
|
|
Proceeds from the sale of property and equipment |
|
|
— |
|
|
|
4,382 |
|
|
Purchase of property and equipment |
|
|
(2,357 |
) |
|
|
(2,019 |
) |
|
Net cash provided by (used in) investing activities |
|
|
(2,992 |
) |
|
|
2,251 |
|
|
|
|
|
|
|
|
|
|
|
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FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net borrowings (payments) under revolver loans |
|
|
(5,169 |
) |
|
|
(5,446 |
) |
|
Purchase of series E preferred treasury stock |
|
|
(3 |
) |
|
|
— |
|
|
Payment of debt issuance cost |
|
|
— |
|
|
|
(168 |
) |
|
Proceeds from issuance of notes payable |
|
|
9,768 |
|
|
|
— |
|
|
Purchase of common treasury stock |
|
|
(1,433 |
) |
|
|
(631 |
) |
|
Payments on related party notes payable |
|
|
— |
|
|
|
(1,069 |
) |
|
Debtor-in-possession cash |
|
|
(86 |
) |
|
|
— |
|
|
Payments on notes payable |
|
|
(15,152 |
) |
|
|
(10,048 |
) |
|
Net cash used in financing activities |
|
|
(12,075 |
) |
|
|
(17,362 |
) |
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
3,008 |
|
|
|
(325 |
) |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
2,681 |
|
|
|
2,742 |
|
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
5,689 |
|
|
$ |
2,417 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
3,415 |
|
|
$ |
4,437 |
|
|
Income taxes paid (refunded) |
|
$ |
— |
|
|
$ |
86 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands)
|
|
|
Series B Preferred Stock |
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
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Shares |
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Amount |
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Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Treasury Stock |
|
|
Treasury Stock |
|
|
Accumulated Deficit |
|
|
Total Equity |
|
|||||||||||
|
Balance, March 31, 2020 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
47,840 |
|
|
$ |
— |
|
|
|
1,719,442 |
|
|
$ |
2 |
|
|
$ |
64,340 |
|
|
$ |
(7 |
) |
|
$ |
(3,197 |
) |
|
$ |
(24,489 |
) |
|
$ |
36,649 |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19 |
|
|
Warrant extension fair value adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Purchase of common treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(106,161 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(674 |
) |
|
|
— |
|
|
|
(674 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,585 |
|
|
|
3,585 |
|
|
Balance, June 30, 2020 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
47,840 |
|
|
$ |
— |
|
|
|
1,613,281 |
|
|
$ |
2 |
|
|
$ |
64,359 |
|
|
$ |
(7 |
) |
|
$ |
(3,871 |
) |
|
$ |
(20,904 |
) |
|
$ |
39,579 |
|
|
|
|
Series B Preferred Stock |
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Treasury Stock |
|
|
Treasury Stock |
|
|
Accumulated Deficit |
|
|
Total Equity |
|
|||||||||||
|
Balance, March 31, 2019 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
77,840 |
|
|
$ |
— |
|
|
|
1,901,900 |
|
|
$ |
2 |
|
|
$ |
63,732 |
|
|
$ |
(4 |
) |
|
$ |
(1,871 |
) |
|
$ |
(20,650 |
) |
|
$ |
41,209 |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32 |
|
|
Purchase of common treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(41,618 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(310 |
) |
|
|
— |
|
|
|
(310 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,480 |
|
|
|
1,480 |
|
|
Balance, June 30, 2019 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
77,840 |
|
|
$ |
— |
|
|
|
1,860,282 |
|
|
$ |
2 |
|
|
$ |
63,764 |
|
|
$ |
(4 |
) |
|
$ |
(2,181 |
) |
|
$ |
(19,170 |
) |
|
$ |
42,411 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands)
|
|
|
Series B Preferred Stock |
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Treasury Stock |
|
|
Treasury Stock |
|
|
Accumulated Deficit |
|
|
Total Equity |
|
|||||||||||
|
Balance, September 30, 2019 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
77,840 |
|
|
$ |
— |
|
|
|
1,826,009 |
|
|
$ |
2 |
|
|
$ |
63,924 |
|
|
$ |
(4 |
) |
|
$ |
(2,438 |
) |
|
$ |
(27,355 |
) |
|
$ |
34,129 |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
Warrant extension fair value adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
368 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
368 |
|
|
Purchase of common treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(212,728 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,433 |
) |
|
|
— |
|
|
|
(1,433 |
) |
|
Purchase of Series E preferred stock |
|
|
— |
|
|
|
— |
|
|
|
(30,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,451 |
|
|
|
6,451 |
|
|
Balance, June 30, 2020 |
|
|
214,244 |
|
|
$ |
— |
|
|
|
47,840 |
|
|
$ |
— |
|
|
|
1,613,281 |
|
|
$ |
2 |
|
|
$ |
64,359 |
|
|
$ |
(7 |
) |
|
$ |
(3,871 |
) |
|
$ |
(20,904 |
) |
|
$ |
39,579 |
|
|
|
|
Series B Preferred Stock |
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
Series E Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Treasury Stock |
|||||||||||||||||||||