Live Ventures Incorporated (NASDAQ:LIVE) Files An 8-K Financial Statements and Exhibits
Item 9.01 with respect to the Current Report on Form 8-K filed by Live Ventures Incorporated (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2020 (the “February 6, 2020 8-K”) in connection with the consummation on January 31, 2020 of the transactions contemplated by the Purchase Agreement (as defined below) and the First Amendment (as defined below). to the Stock Purchase Agreement and the First Amendment, on January 31, 2020, Marquis Affiliated Holdings LLC (“MAH”), a wholly-owned subsidiary of the Company, acquired all of the issued and outstanding shares of capital stock of Lonesome Oak Trading Co., Inc. (“Lonesome Oak”).
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 31, 2020, MAH (i) entered into the First Amendment (the “First Amendment”) to Purchase Agreement (the “Purchase Agreement”) with Lonesome Oak and J. Chadwick McEntire (“McEntire”), to which, among other things (u) the purchase price was reduced to $2.0 million, of which $1.45 million was held back to satisfy claims for indemnity arising out of breaches of certain representations, warranties, and covenants, and certain other enumerated items, if any, (v) the payment terms with respect to amounts owed by Lonesome Oak to certain related parties were amended, (w) clarified what constituted an Inventory Loss (as such term is defined in the Purchase Agreement), (x) deleted the condition precedent that MAH be satisfied with the results of its due diligence investigation, (y) extended the outside date to which MAH may terminate the purchase agreement to January 31, 2020, and (z) amended certain exhibits to the Purchase Agreement, and (ii) completed the acquisition of Lonesome Oak.
The material terms of the Purchase Agreement were previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on November 6, 2019, which is incorporated herein by reference. The foregoing descriptions of the Purchase Agreement and the First Amendment and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the First Amendment, copies of which are attached as Exhibits 2.3 and 2.4, respectively, to the February 6, 2020 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the acquisition of Lonesome Oak, MAH, Marquis Industries, Inc., a subsidiary of the Company and MAH (“Marquis”), and Lonesome Oak entered into a Consent, Joinder and Eighth Amendment to Loan and Security Agreement with Bank of America, N.A. (“BofA”), dated January 31, 2020 (the “Eighth Amendment”). The Eighth Amendment amends, modifies, restates or supplements the Loan and Security Agreement, dated as of July 6, 2015, as amended from time to time, among MAH, Marquis and BofA (the “Senior Credit Facility”) to, among other things, (a) consent to MAH’s acquisition of Lonesome Oak, (b) join Lonesome Oak as a borrower under the Senior Credit Facility, (c) increase BofA’s commitment to make revolver loans and to issue letters of credit under the Senior Credit Facility from $15 million in the aggregate to $25 million in the aggregate, and (d) extend the termination date under the Senior Credit Facility from July 6, 2020 to January 31, 2025. In addition, the Eighth Amendment modifies the borrowing base under the Senior Credit Facility to allow the borrowers to borrow up to 85% of eligible accounts receivable, plus the lesser of (i) $12.5 million; (ii) 65% of the value of eligible inventory; or (iii) 85% of the appraisal value of the eligible inventory. As of January 31, 2020, total net additional availability under the Senior Credit Facility was approximately $13.6 million; with approximately $1.2 million outstanding and outstanding standby letters of credit of approximately $72 thousand.
In connection with the acquisition of Lonesome Oak and the Eighth Amendment, MAH, Marquis and Lonesome Oak entered into a Consent, Joinder and First Amendment to Loan and Security Agreement with Isaac Capital Fund I, LLC (“Isaac Capital”), dated January 31, 2020 (the “First Mezzanine Amendment”). The First Mezzanine Amendment amends, modifies, restates or supplements the Loan and Security Agreement, dated as of July 6, 2015, among MAH, Marquis and Isaac Capital (the “Mezzanine Credit Facility”) to, among other things, (a) consent to MAH’s acquisition of Lonesome Oak, (b) join Lonesome Oak as a borrower under the Mezzanine Credit Facility, and (c) extend the maturity date under the Mezzanine Credit Facility from January 6, 2021 to May 1, 2025. As of January 31, 2020, there was $2.0 million outstanding under the Mezzanine Credit Facility.
The foregoing descriptions of the Eighth Amendment and the First Mezzanine Amendment and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Eighth Amendment and the First Mezzanine Amendment, copies of which are attached as Exhibits 10.1 and 10.2 respectively, to the February 6, 2020 Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Lonesome Oak as of December 31, 2019 and 2018 and the audited consolidated statements of operations, changes in equity and cash flows for each of the two years in the period ended December 31, 2019, and the notes thereto, are attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of December 31, 2019 and the unaudited pro forma condensed combined statements of income for the year ended September 30, 2019 and the three months ended December 31, 2019 Live Ventures Incorporated are hereby filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position that actually would have existed or the operating results that actually would have been achieved if the adjustments set forth therein had been in effect as of the dates and for the periods indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements of Live and Lonesome Oak.
(d) Exhibits.
The following exhibits are attached hereto:
* Previously filed
LIVE VENTURES Inc Exhibit
EX-23.1 2 live-ex231_38.htm EX-23.1 live-ex231_38.htm Exhibit 23.1 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement on Form S-8 (No. 333-198205) of Live Ventures Incorporated of our report dated April 13,…
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About Live Ventures Incorporated (NASDAQ:LIVE)
Live Ventures Incorporated, formerly LiveDeal, Inc., is a holding company. The Company offers LiveDeal.com, a real-time deal engine that connects restaurants across the United States and consumers via a platform. The Company operates in three segments: legacy merchant’s services; online marketplace platform, and manufacturing. The legacy merchants’ services segment consists of local exchange carrier (LEC) and Velocity Local. The online marketplace platform segment consists of LiveDeal.com and various consumer products entities. The manufacturing segment includes the operations of Marquis Industries, Inc. (Marquis Industries). Marquis Industries is a carpet manufacturer and a manufacturer of yarn products, as well as a reseller of hard surface flooring products. LiveDeal.com provides marketing solutions to restaurants to boost customer awareness and merchant visibility on the Internet.
