Quarterly report pursuant to Section 13 or 15(d)

5. Acquisition

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5. Acquisition
3 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Acquisition

Vintage Stock Inc.

 

On November 3, 2016 (the “Closing Date”), Live Ventures Incorporated (“Live Ventures”), through its newly formed, wholly-owned subsidiary, Vintage Stock Affiliated Holdings LLC (“VSAH”), entered into a series of agreements in connection with its purchase of Vintage Stock, Inc., a Missouri corporation (“Vintage Stock”). Vintage Stock is a retailer that sells buys and trades new and used movies, books, collectibles, games, comics, music and other retail products.

 

Total consideration was $57,653,698. The following table summarizes our preliminary allocation of the consideration and the respective fair values of the assets acquired and liabilities assumed in the Vintage Stock acquisition as of the closing date:

 

Cash and cash equivalents   $ 342,798  
Trade and other receivables     113,500  
Inventory     20,160,092  
Prepaid expenses and other current assets     860,453  
Property and equipment     2,084,246  
Intangible - Software     1,401,078  
Goodwill     39,066,061  
Notes payable     (542,074 )
Accounts payable     (3,843,510 )
Accrued expenses     (1,988,946 )
Purchase price   $ 57,653,698  

 

The preliminary purchase price allocation is subject to change. We will complete its analysis to determine the fair value of inventory, prepaid expenses and other current assets, property and equipment, notes payable and accrued expenses on the acquisition date. Once this analysis is complete, we will adjust, if necessary, the provisional amounts assigned to inventory, prepaid expenses and other current assets, property and equipment, notes payable and accrued expenses in the accounting period in which the analysis is completed.

 

In connection with the purchase of Vintage, we incurred bank fees of $15,000, appraisal fees of $20,497, legal fees of $192,339 and consulting fees of $119,774 – for a total of $347,610 in one-time expenses; all of which was recorded as general and administrative expense in the three months ended December 31, 2016.

The operating results of VSAH and Vintage Stock have been included in our unaudited condensed consolidated financial statements beginning on November 3, 2016 and are reported in our Retail and Online segment.