live-10q_20210331.htm

☒ QUARTERLY Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ TRANSITION Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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.

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 May 13, 2021 was 1,555,175.

	March 31, 2021			September 30, 2020
	(Unaudited)
Assets
Cash	$	11,928		$	8,984
Trade receivables, net		21,962			20,121
Inventories, net		61,826			64,525
Prepaid expenses and other current assets		1,254			1,778
Debtor in possession assets		200			520
Total current assets		97,170			95,928
Property and equipment, net		31,660			30,376
Right of use asset - operating leases		28,378			30,894
Deposits and other assets		459			223
Deferred taxes		—			1,021
Intangible assets, net		850			1,063
Goodwill		37,754			37,754
Total assets	$	196,271		$	197,259
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	10,661		$	9,117
Accrued liabilities		12,260			14,822
Income taxes payable		3,498			736
Current portion of lease obligations - operating leases		7,104			7,176
Current portion of long-term debt		9,878			11,986
Current portion of notes payable related parties		—			1,297
Debtor-in-possession liabilities		11,842			12,228
Total current liabilities		55,243			57,362
Long-term debt, net of current portion		52,979			63,390
Lease obligation long term - operating leases		25,782			28,101
Notes payable related parties, net of current portion		4,000			4,000
Deferred taxes		312			—
Other non-current obligations		405			734
Total liabilities		138,721			153,587
Commitments and contingencies
Stockholders' equity:
Series B convertible preferred stock, $0.001 par value, 1,000,000 shares authorized, 315,790 and 214,244 shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively		—			—
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively, with a liquidation preference of $0.30 per share outstanding		—			—
Common stock, $0.001 par value, 200,000,000 shares authorized, 1,555,175 and 1,589,101 shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively		2			2
Paid in capital		64,759			64,472
Treasury stock common 533,011 shares as of March 31, 2021 and 499,805 shares as of September 30, 2020		(4,481	)		(4,098	)
Treasury stock Series E preferred 50,000 shares as of March 31, 2021 and of September 30, 2020		(7	)		(7	)
Accumulated deficit		(2,282	)		(16,429	)
Equity attributable to Live stockholders		57,991			43,940
Non-controlling interest		(441	)		(268	)
Total stockholders' equity		57,550			43,672
Total liabilities and stockholders' equity	$	196,271		$	197,259

The accompanying notes are an integral part of these condensed consolidated financial statements.

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2021			2020			2021			2020
Revenues	$	70,890		$	46,431		$	133,344		$	88,432
Cost of revenues		44,400			28,655			84,585			54,030
Gross profit		26,490			17,776			48,759			34,402

Operating expenses:
General and administrative expenses		12,565			11,701			24,844			22,510
Sales and marketing expenses		2,800			3,007			5,499			5,337
Total operating expenses		15,365			14,708			30,343			27,847
Operating income		11,125			3,068			18,416			6,555
Other (expense) income:
Interest expense, net		(1,649	)		(1,270	)		(3,119	)		(2,627	)
Gain on lease settlement, net		—			837			—			223
Gain on Payroll Protection Program loan forgiveness		1,382			—			1,382			—
Gain on disposal of fixed assets		(129	)		—			—			—
Gain on bankruptcy settlement		1,115			—			1,115			—
Other income (expense)		79			(125	)		858			(306	)
Total other (expense) income, net		798			(558	)		236			(2,710	)
Income before provision for income taxes		11,923			2,510			18,652			3,845
Provision for income taxes		3,228			629			4,678			979
Net income		8,695			1,881			13,974			2,866
Net loss attributable to non-controlling interest		39			—			173			—
Net income attributable to Live stockholders	$	8,734		$	1,881		$	14,147		$	2,866

Income per share:
Basic	$	5.62		$	1.07		$	9.22		$	1.61
Diluted	$	2.66		$	0.54		$	4.34		$	0.82

Weighted average common shares outstanding:
Basic		1,555,175			1,752,908			1,534,287			1,779,706
Diluted		3,284,133			3,462,115			3,263,245			3,488,913

Dividends declared - series B convertible preferred stock	$	—		$	—		$	—		$	—
Dividends declared - series E convertible preferred stock	$	—		$	—		$	—		$	—
Dividends declared - common stock	$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

	For the Six Months Ended March 31,
	2021			2020
OPERATING ACTIVITIES:
Net income	$	13,974		$	2,866
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
Depreciation and amortization		3,420			2,477
Gain on lease settlement, net		—			(223	)
Gain or loss on disposal of property and equipment		(23	)		106
Gain on Payroll Protection Program loan forgiveness		(1,382	)		—
Gain on bankruptcy settlement		(1,115	)		—
Amortization of debt issuance cost		612			212
Stock based compensation expense		287			48
Warrant extension fair value adjustment		—			368
Amortization of right-to-use assets		125			463
Change in reserve for uncollectible accounts		658			421
Change in reserve for obsolete inventory		964			(139	)
Change in deferred income taxes		1,334			839
Change in other		(148	)		(218	)
Changes in assets and liabilities:
Trade receivables		(2,499	)		117
Inventories		1,935			4,691
Income taxes		2,763			88
Prepaid expenses and other current assets		529			1,228
Deposits and other assets		(235	)		128
Accounts payable		2,594			(5,918	)
Accrued liabilities		(2,882	)		(983	)
Net cash provided by operating activities		20,911			6,571

INVESTING ACTIVITIES:
Purchase of intangible assets		—			(4	)
Lonesome Oak acquisition		—			(550	)
Purchase of property and equipment		(5,469	)		(1,858	)
Net cash provided by (used in) investing activities		(5,469	)		(2,412	)

FINANCING ACTIVITIES:
Net borrowings (payments) under revolver loans		(4,554	)		2,640
Purchase of series E preferred treasury stock		—			(3	)
Proceeds from issuance of notes payable		2,258			5,000
Purchase of common treasury stock		(383	)		(759	)
Payments on related party notes payable		(2,000	)		—
Debtor-in-possession cash		112			(187	)
Payments on notes payable		(7,931	)		(12,035	)
Net cash used in financing activities		(12,498	)		(5,344	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,944			(1,185	)
CASH AND CASH EQUIVALENTS, beginning of period		8,984			2,681
CASH AND CASH EQUIVALENTS, end of period	$	11,928		$	1,496

Supplemental cash flow disclosures:
Interest paid	$	2,516		$	1,187
Income taxes paid	$	369		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

	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			Non-controlling Interest			Total Equity
Balance, December 31, 2020		214,244	$	—		47,840	$	—		1,555,175	$	2	$	64,489	$	(7	)	$	(4,481	)	$	(11,016	)	$	(402	)	$	48,585
Stock based compensation		—		—		—		—		—		—		270		—			—			—			—			270
Warrant exercise		101,546		—		—		—		—		—		—		—			—			—						—
Net income		—		—		—		—		—		—		—		—			—			8,734			(39	)		8,695
Balance, March 31, 2021		315,790	$	—		47,840	$	—		1,555,175	$	2	$	64,759	$	(7	)	$	(4,481	)	$	(2,282	)	$	(441	)	$	57,550

	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, December 31, 2019		214,244	$	—		47,840	$	—		1,784,310		$	2	$	64,219	$	(7	)	$	(2,781	)	$	(26,370	)	$	35,063
Stock based compensation		—		—		—		—		—			—		19		—			—			—			19
Warrant extension fair value adjustment		—		—		—		—		—			—		102		—			—			—			102
Purchase of common treasury stock		—		—		—		—		(64,868	)		—		—		—			(416	)		—			(416	)
Net income		—		—		—		—		—			—		—		—			—			1,881			1,881
Balance, March 31, 2020		214,244	$	—		47,840	$	—		1,719,442		$	2	$	64,340	$	(7	)	$	(3,197	)	$	(24,489	)	$	36,649

The accompanying notes are an integral part of these condensed consolidated financial statements.

	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			Non-controlling Interest			Total Equity
Balance, September 30, 2020		214,244	$	—		47,840	$	—		1,589,101		$	2	$	64,472	$	(7	)	$	(4,098	)	$	(16,429	)	$	(268	)	$	43,672
Stock based compensation		—		—		—		—		—			—		287		—			—			—			—			287
Warrant exercise		101,546		—		—		—		—			—				—			—			—			—			—
Purchase of common treasury stock		—		—		—		—		(33,926	)		—		—		—			(383	)		—			—			(383	)
Net income		—		—		—		—		—			—		—		—			—			14,147

Nevada	85-0206668
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada	89119
(Address of principal executive offices)	(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		LIVE		The NASDAQ Stock Market LLC (The NASDAQ Capital Market)

		Page
	PART I

	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and September 30, 2020	3

	Condensed Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended March 31, 2021 and 2020	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2021 and 2020	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended March 31, 2021 and 2020	6

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

	PART II

	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐