Annual report pursuant to Section 13 and 15(d)

9. Notes payable, related parties

v3.10.0.1
9. Notes payable, related parties
12 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Note Payable, Related Party

Note 9:       Notes payable, related parties

 

Appliance Recycling Centers of America, Inc. Note

 

As previously announced by Live Ventures Incorporated (the “Company”), on December 30, 2017, ASH entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $6,500,000 (the “Purchase Price”). ASH was required to deliver the Purchase Price, and a portion of the Purchase Price was delivered, to the Seller prior to March 31, 2018. Between March 31, 2018 and April 24, 2018, ASH and the Seller negotiated in good faith the method of payment of the remaining outstanding balance of the Purchase Price.

        

On April 25, 2018, ASH delivered to the Seller that certain Promissory Note (the “ApplianceSmart Note”) in the original principal amount of $3,919,494 (the “Original Principal Amount”), as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart Note is effective as of April 1, 2018 and matures on April 1, 2021 (the “Maturity Date”). The ApplianceSmart Note bears interest at 5% per annum with interest payable monthly in arrears. Ten percent of the outstanding principal amount will be repaid annually on a quarterly basis, with the accrued and unpaid principal due on the Maturity Date. ApplianceSmart has agreed to guaranty repayment of the ApplianceSmart Note. The remaining $2,580,506 of the Purchase Price was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal Amount. As of September 30, 2018, there was $3,821,507 outstanding on the ApplianceSmart Note.

 

On December 26, 2018, ASH and the Seller amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively, and the Seller.

 

Isaac Capital Fund Note

 

In connection with the acquisition of Marquis by the Company, the Company entered into a mezzanine loan in the amount of up to $7,000,000 with Isaac Capital Fund (“ICF”), a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer. The ICF mezzanine loan bears interest at 12.5% per annum with payment obligations of interest each month and all principal due in January 2021. As of September 30, 2018, and September 30, 2017, there was $2,000,000 outstanding on this mezzanine loan.

 

Long-term debt, related parties as of September 30, 2018 and September 30, 2017 consisted of the following:

 

    September 30,     September 30,  
    2018     2017  
             
Note Payable and revolving line of credit to the Sellers of ApplianceSmart, Inc.,interest rate is 5% per annum, with interest payable monthly, maturity date April 1, 2021, 10% of principal will be repaid annually on a quarterly basis, with accrued interest and principal due at maturity. ApplianceSmart may reborrow funds up to the Original Principal amount   $ 3,821,507     $  
                 
Note Payable to Isaac Capital Fund, interest rate is 12.5% per annum, with interest payable monthly, maturity date January 2021.     2,000,000       2,000,000  
                 
Total notes payable - related parties     5,821,507       2,000,000  
Less unamortized debt issuance costs            
Net amount     5,821,507       2,000,000  
Less current portion     (391,949 )      
Long-term portion   $ 5,429,558     $ 2,000,000  

 

Future maturities of notes payable, related parties at September 30, 2018 are as follows:

 

Years ending September 30,      
2019   $ 391,949  
2020     391,948  
2021     5,037,609  
2022      
2023      
Thereafter      
Total   $ 5,821,506