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 ~~March 27, 2020~~February 8, 2021 was ~~1,723,353.~~1,555,175.

We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 as originally filed with the Securities and Exchange Commission on April 13, 2020 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (iii) Item 6 of Part II, “Exhibits”, and we have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date or modify or update disclosures in any way other than as required to reflect the restatement described below.

Our previously issued consolidated financial statements for the quarterly period ended December 31, 2019 has been reclassified and restated. As described in more detail in Note 1 to our consolidated financial statements, we have determined that our previously reported results for the quarter ended December 31, 2019 erroneously accounted for the impairment charges associated with certain right of use assets which were written down due to the voluntary Chapter 11 bankruptcy filing by our subsidiary ApplianceSmart, Inc. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of this error.

	December 31, 2019			September 30, 2019			December 31, 2020			September 30, 2020
	(Unaudited)						(Unaudited)
Assets
Cash	$	1,502		$	2,681		$	7,232		$	8,984
Trade receivables, net		9,109			11,901			17,564			20,121
Inventories, net		36,835			38,558			64,739			64,525
Income taxes receivable		161			235
Prepaid expenses and other current assets		1,964			2,377			1,305			1,778
Debtor in possession assets		2,688			—			326			520
Total current assets		52,259			55,752			91,166			95,928
Property and equipment, net		22,101			22,596			31,127			30,376
Right of use asset - operating leases		19,277			—			28,971			30,894
Deposits and other assets		50			90			590			223
Deferred taxes		4,588			4,869			—			1,021
Intangible assets, net		1,397			2,199			956			1,063
Goodwill		36,947			36,947			37,754			37,754
Total assets	$	136,619		$	122,453		$	190,564		$	197,259
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	5,783		$	14,144		$	8,227		$	9,117
Accrued liabilities		5,129			12,984			12,896			14,822
Income taxes payable								806			736
Lease obligation short term - operating leases		7,182			—			6,958			7,176
Current portion of long-term debt		15,989			7,897			12,066			11,986
Current portion of long-term debt related parties								—			1,297
Debtor in possession liabilities		13,568			—			11,889			12,228
Total current liabilities		47,651			35,025			52,842			57,362
Long-term debt, net of current portion		35,270			47,819			57,961			63,390
Lease obligation long term - operating leases		12,697			—			26,503			28,101
Notes payable related parties, net of current portion		4,826			4,826
Long-term debt related parties, net of current portion								4,000			4,000
Deferred tax liability								269			—
Other non-current obligations		1,112			654			404			734
Total liabilities		101,556			88,324			141,979			153,587
Commitments and contingencies
Stockholders' equity:
Series B convertible preferred stock, $0.001 par value, 1,000,000 shares authorized, 214,244 shares issued and outstanding at December 31, 2019 and September 30, 2019		—			—
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 and 77,840 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively, with a liquidation preference of $0.30 per share outstanding		—			—
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,784,310 and 1,826,009 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively		2			2
Series B convertible preferred stock, $0.001 par value, 1,000,000 shares authorized, 214,244 shares issued and outstanding at December 31, 2020 and September 30, 2020								—			—
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at December 31, 2020 and September 30, 2020, with a liquidation preference of $0.30 per share outstanding								—			—
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,555,175 and 1,589,101 shares issued and outstanding at December 31, 2020 and September 30, 2020, respectively								2			2
Paid in capital		64,219			63,924			64,489			64,472
Treasury stock common 303,876 shares as of December 31, 2019 and 262,177 shares as of September 30, 2019		(2,781	)		(2,438	)
Treasury stock Series E preferred 80,000 shares as of December 31, 2019 and 50,000 shares as of September 30, 2019		(7	)		(4	)
Treasury stock common 533,011 shares as of December 31, 2020 and 499,085 shares as of September 30, 2020								(4,481	)		(4,098	)
Treasury stock Series E preferred 50,000 shares as of December 31, 2020 and September 30, 2020								(7	)		(7	)
Accumulated deficit		(26,370	)		(27,355	)		(11,016	)		(16,429	)
Equity attributable to Live stockholders								48,987			43,940
Noncontrolling interest								(402	)		(268	)
Total stockholders' equity		35,063			34,129			48,585			43,672
Total liabilities and stockholders' equity	$	136,619		$	122,453		$	190,564		$	197,259

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

	Three Months Ended December 31,						Three Months Ended December 31,
	2019			2018			2020			2019
Revenues	$	42,001		$	53,196		$	62,454		$	42,001
Cost of revenues		25,375			33,859			40,185			25,375
Gross profit		16,626			19,337			22,269			16,626

Operating expenses:
General and administrative expenses		10,809			12,901			12,279			10,809
Sales and marketing expenses		2,330			4,346			2,699			2,330
Total operating expenses		13,139			17,247			14,978			13,139
Operating income		3,487			2,090			7,291			3,487
Other (expense) income:
Interest expense, net		(1,357	)		(1,653	)		(1,470	)		(1,357	)
Impairment charges		(614	)		—			—			(1,207	)
Gain on disposal of fixed assets								129			—
Other income (expense)		(181	)		1,660			779			(181	)
Total other (expense) income, net		(2,152	)		7			(562	)		(2,745	)
Income before provision for income taxes		1,335			2,097			6,729			742
Provision for income taxes		350			567			1,450			195
Net income	$	985		$	1,530			5,279			547

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

Earnings per share:
Net loss attributable to non-controlling interest								134			—
Net income attributable to Live stockholders							$	5,413		$	547
Income per share:
Basic	$	0.55		$	0.79		$	3.45		$	0.30
Diluted	$	0.28		$	0.41		$	1.63		$	0.15

Weighted average common shares outstanding:
Basic		1,806,746			1,945,247			1,568,213			1,806,746
Diluted		3,540,953			3,696,030			3,318,728			3,540,953
Dividends declared - series B convertible preferred stock							$	—		$	—
Dividends declared - series E convertible preferred stock							$	—		$	—

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

	Three Months Ended December 31,						Three Months Ended December 31,
	2019			2018			2020			2019
OPERATING ACTIVITIES:
Net income	$	985		$	1,530		$	5,279		$	547
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
Depreciation and amortization		1,085			1,482			1,714			1,085
Amortization of right-of-use assets		327			—
Impairment charges		614			—			—			1,207
Gain or loss on disposal of property and equipment		47			(1,507	)
Gain on disposal of property and equipment								(129	)		47
Amortization of debt issuance cost		108			97			266			108
Stock based compensation expense		29			47			17			29
Warrant extension fair value adjustment		266			—			—			266
Change in deferred rent		370			12			—			370
Change in reserve for uncollectible accounts		415			67			658			415
Change in reserve for obsolete inventory		(170	)		18			590			(170	)
Change in deferred income taxes		281			527			1,290			126
Change in other		103			169			(344	)		103
Changes in assets and liabilities:
Trade receivables		1,929			2,838			1,909			1,929
Inventories		439			3,993			(716	)		439
Income taxes receivable		74			24			70			74
Prepaid expenses and other current assets		290			133			478			290
Deposits and other assets		9			15			(366	)		9
Right-of-use assets								1,923			1,628
Accounts payable		(2,182	)		(2,090	)		(898	)		(2,182	)
Accrued liabilities		(2,020	)		894			(2,256	)		(2,020	)
Lease liabilities								(1,817	)		(1,301	)
Net cash provided by operating activities		2,999			8,249			7,668			2,999

INVESTING ACTIVITIES:
Purchase of intangible assets		(4	)		(46	)		—			(4	)
Proceeds from the sale of property and equipment		—			4,377
Purchase of property and equipment		(641	)		(496	)		(3,258	)		(641	)
Net cash provided by (used in) investing activities		(645	)		3,835			(3,258	)		(645	)

FINANCING ACTIVITIES:
Net borrowings (payments) under revolver loans		(972	)		(7,347	)		(3,289	)		(972	)
Purchase of series E preferred treasury stock		(3	)		—
Proceeds from issuance of notes payable								2,130			—
Purchase of common treasury stock		(343	)		(19	)		(383	)		(343	)
Debtor in possession - cash		(173	)					92			(173	)
Payments on notes payable		(2,042	)		(3,258	)
Payments on long-term debt								(4,712	)		(2,042	)
Net cash used in financing activities		(3,533	)		(10,624	)		(6,162	)		(3,533	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,179	)		1,460			(1,752	)		(1,179	)
CASH AND CASH EQUIVALENTS, beginning of period		2,681			2,742			8,984			2,681
CASH AND CASH EQUIVALENTS, end of period	$	1,502		$	4,202		$	7,232		$	1,502

Supplemental cash flow disclosures:
Interest paid	$	1,187		$	1,457		$	1,223		$	1,187
Income taxes paid (refunded)	$	—		$	—
Income taxes paid							$	—		$	—
Noncash financing and investing activities:
Settlement of debt in exchange for property and equipment							$	1,000		$	—

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

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

—

—

—

—

—

—

29

—

—

—

29

Warrant extension fair value adjustment

—

—

—

—

—

—

266

—

—

—

266

Purchase of common treasury stock

—

—

—

—

(41,699
)

—

—

—

(343
)

—

(343
)
Purchase of Series E preferred stock

—

—

(30,000
)

—

—

—

—

(3
)

—

—

(3
)
Net income

—

—

—

—

—

—

—

—

—

985

985

Balance, December 31, 2019

214,244

$
—

47,840

$
—

1,784,310

$
2

$
64,219

$
(7
)

$
(2,781
)

$
(26,370
)

$
35,063

	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	$	—		47,480	$	—		1,589,101		$	2	$	64,472	$	(7	)	$	(4,098	)	$	(16,429	)	$	(268	)	$	43,672
Stock based compensation		—		—		—		—		—			—		17		—			—			—			—			17
Purchase of common treasury stock		—		—		—		—		(33,926	)		—		—		—			(383	)		—			—			(383	)
Net income (loss)		—		—		—		—		—			—		—		—			—			5,413			(134	)		5,279
Balance, December 31, 2020		214,244	$	—		47,480	$	—		1,555,175		$	2	$	64,489	$	(7	)	$	(4,481	)	$	(11,016	)	$	(402	)	$	48,585

	Series B Preferred Stock				Series E Preferred Stock				Common Stock							Series E Preferred Stock			Common Stock									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			Shares		Amount		Shares			Amount		Shares			Amount		Paid-In Capital		Treasury Stock			Treasury Stock			Accumulated Deficit			Total Equity
Balance, September 30, 2018		214,244	$	—		77,840	$	—		1,945,247		$	2	$	63,654	$	(4	)	$	(1,550	)	$	(22,654	)	$	39,448
Balance, September 30, 2019																													214,244	$	—		77,840		$	—		1,826,009		$	2	$	63,924	$	(4	)	$	(2,438	)	$	(27,355	)	$	34,129
Stock based compensation		—		—		—		—		—			—		47		—			—			—			47			—		—		—			—		—			—		29		—			—			—			29
Warrant extension fair value adjustment																													—		—		—			—		—			—		266		—			—			—			266
Purchase of common treasury stock		—		—		—		—		(2,819	)		—		—		—			(19	)		—			(19	)		—		—		—			—		(41,699	)		—		—		—			(343	)		—			(343	)
Purchase of Series E preferred stock																													—		—		(30,000	)		—		—			—		—		(3	)								(3	)
Net income		—		—		—		—		—			—		—		—			—			1,530			1,530			—		—		—			—		—			—		—		—			—			547			547
Balance, December 31, 2018		214,244	$	—		77,840	$	—		1,942,428		$	2	$	63,701	$	(4	)	$	(1,569	)	$	(21,124	)	$	41,006
Balance, December 31, 2019																													214,244	$	—		47,840		$	—		1,784,310		$	2	$	64,219	$	(7	)	$	(2,781	)	$	(26,808	)	$	34,625

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

The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, the “Company”). Commencing in fiscal year 2015, the Company began a strategic shift in its business plan away from providing online marketing solutions for small and medium sized business to acquiring profitable companies in various industries that have demonstrated a strong history of earnings power. The Company continues to actively develop, revise and evaluate its products, services and its marketing strategies in its businesses. The Company has three operating segments: Retail, Flooring Manufacturing ~~Retail,~~ and ~~Online and Services. With Marquis Industries, Inc. (“Marquis”), the Company is engaged~~Steel Manufacturing. Included in the ~~manufacture and sale of carpet and the sale of vinyl and wood floorcoverings. With~~Retail segment: (i) Vintage Stock, Inc. (“Vintage Stock”), the Company is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems and ~~components. With~~components and (ii) ApplianceSmart, Inc. (“ApplianceSmart”), the Company is engaged in the sale of new major appliances through a retail ~~store~~store. Included in ~~Columbus, Ohio.~~the Flooring Manufacturing segment is Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floorcoverings. Included in the Steel Manufacturing Segment is Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for three months ended December 31, ~~2019~~2020 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, ~~2020.~~2021. This financial information should be read in conjunction with the consolidated financial statements and related notes thereto as of September 30, ~~2019~~2020 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~February 10, 2020~~January 13, 2021 (the ~~“2019~~“2020 10-K”).

Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to fund our operations, pay our scheduled loan payments, continue to repurchase shares, and pay dividends on our shares of Series E Preferred Stock as declared by the Board of Directors, for at least the next 12 months.

In March 2020, there was a global outbreak of COVID-19 (Coronavirus) which continues to create challenges and unprecedented conditions. Although there are effective vaccines for COVID-19 that have been approved for use, distribution of the vaccines did not begin until late 2020, and a majority of the public will likely not have access to a vaccination until sometime in 2021. Accordingly, there remains significant uncertainty about the duration and the extent of the impact of the COVID-19 pandemic. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the Company’s supply chain partners, its employees and customers, customer sentiment in general, and traffic within shopping centers, and, where applicable, malls, containing its stores. Recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine have previously affected, and may continue to affect, traffic to the stores. As of March 31, 2020, Vintage Stock had closed all of its retail locations in response to the crisis. Beginning May 1, 2020, Vintage Stock began to reopen certain locations in compliance with government regulations and, at June 30, 2020, all Vintage Stock retail locations were reopened while maintaining compliance with government mandates. The Company is unable to predict if additional periods of store closures will be needed or mandated. During March and April 2020, Marquis conducted rolling layoffs for certain employees, however, during May 2020, most employees have returned to their respective locations. Continued impacts of the ~~three months ended December 31, 2019,~~pandemic could materially adversely affect the near-term and long-term revenues, earnings, liquidity, and cash flows, and may require significant actions in response, including but not limited to, employee furloughs, reduced store hours, store closings, expense reductions or discounting of pricing of products, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on the business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S. and the effect of the vaccines, the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that the Company ~~originally incurred $1,207~~is not aware of impairment charges related to the decision to close additional ApplianceSmart retail locations, resulting in a decrease to the associated right of use asset related to these leases. These locations physically closed during the three months ended March 31, 2020. However, the Company miscalculated the impairment charges and the right of use asset associated with the closure of certain retail locations. The impairment charge should have been $614 and not $1,207 as originally reported for the three months ended December 31, 2019. As a result, we have reduced the original impairment charge and increased the right of use asset by $593. The provision for income taxes increased $155 with a corresponding decreased to deferred tax assets as a result of the decrease in impairment charges. Additionally, we reclassified a portion, $177, of the short term lease obligations to long term lease obligations.

~~The following table details the balance sheet and income statement line items effected by this restatement.~~currently.

As previously
reported

Correction

As restated

Consolidated balance sheet as of December 31, 2019

Right of use asset - operating leases

$
18,684

$
593

$
19,277

Deferred taxes

4,743

(155
)

4,588

Total assets

136,181

438

136,619

Lease obligation short term - operating leases

7,359

(177
)

7,182

Lease obligation long term - operating leases

12,520

177

12,697

Total liabilities

101,556

—

101,556

Accumulated deficit

(26,808
)

438

(26,370
)
Total stockholders' equity

34,625

438

35,063

Consolidated statement of income for the three months ended
December 31, 2019

Impairment charges

$
(1,207
)

$
593

$
(614
)
Provision for income taxes

195

155

350

Net income

547

438

985

The accompanying consolidated financial statements represent the consolidated financial position, results of operations and cash flows for Live Ventures and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in ~~consolidation~~consolidation. Additionally, the Company records noncontrolling interest for entities which the Company has determined itself to be the primarily beneficiary of the variable interest entity but does not have 100% ownership.

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made in connection with the accompanying consolidated financial statements include the estimate of dilution and fees associated with billings, the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated warranty reserve, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, current portion of notes payable, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment.

Certain amounts in the prior year have been reclassifies to confirm to the current year presentation.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13 is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures.

Financial instruments consist primarily of cash equivalents, trade and other receivables, advances to affiliates and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because

In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the ~~short maturity of these instruments.~~FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The ~~fair value of the long-term debt~~updated guidance is ~~calculated based on interest rates available~~effective for ~~debt with terms~~fiscal years beginning after December 15, 2020 and ~~maturities similar to the Company’s existing debt arrangements, unless quoted market prices are available (Level 2 inputs).~~interim periods within those fiscal years. Early adoption is permitted. ~~The carrying amounts of long-term debt at December 31, 2019 and September 30, 2019 approximate fair value.~~

Cash and Cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents and restricted cash approximates carrying value.

The Company ~~grants trade credit to customers under credit terms that it believes are customary in~~is currently assessing the ~~industry it operates~~impact of adopting this new accounting standard on its consolidated financial statements and does not require collateral to support customer trade receivables. Some of the Company’s trade receivables are factored primarily through two factors. Factored trade receivables are sold without recourse for substantially all of the balance receivable for credit approved accounts. The factor purchases the trade receivable(s) for the gross amount of the respective invoice(s), less factoring commissions, trade and cash discounts. The factor charges the Company a factoring commission for each trade account, which is between 0.75-1.00% of the gross amount of the invoice(s) factored on the date of the purchase, plus interest calculated at 3.25%-6% per annum. The minimum annual commission due the factor is $112 per contract year.

The Company maintains an allowance for doubtful accounts, which includes allowances for accounts and factored trade receivables, customer refunds, dilution and fees from local exchange carrier billing aggregators and other uncollectible accounts. The allowance for doubtful accounts is based upon historical bad debt experience and periodic evaluations of the aging and collectability of the trade receivables. This allowance is maintained at a level which the Company believes is sufficient to cover potential credit losses and trade receivables are only written off to bad debt expense as uncollectible after all reasonable collection efforts have been made. The Company has also purchased accounts receivable credit insurance to cover non-factored trade and other receivables which helps reduce potential losses due to doubtful accounts. ~~At December 31, 2019 and September 30, 2019, the allowance for doubtful accounts was $521 and $936, respectively.~~

Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory~~. At December 31, 2019 and September 30, 2019, the reserve for obsolete inventory was $92.~~

Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory~~. Merchandise inventory reserves as of December 31, 2019 and September 30, 2019 were $328 and $590, respectively.~~

Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are 3 to 40 years, transportation equipment is 5 to 10 years, machinery and equipment are 5 to 10 years, furnishings and fixtures are 3 to 5 years and office and computer equipment are 3 to 5 years. Depreciation expense was $915 and $1,128 for the three months ended December 31, 2019 and 2018, respectively.

We periodically review our property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to our stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows.

~~The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350,~~ ~~Intangibles—Goodwill and Other~~. Under ASC 350, purchased goodwill are not amortized; rather, they are tested for impairment on at least an annual basis. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of business acquired.

We test goodwill annually on July 1 of each fiscal year or more frequently if events arise or circumstances change that indicate that goodwill may be impaired. The Company assesses whether goodwill impairment exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed using a two-step approach required by ASC 350 to determine whether a goodwill impairment exists.

The first step of the quantitative test is to compare the carrying amount of the reporting unit's assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount exceeds the fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability using the guidance in ASC 805 (“~~Business Combinations, Accounting for Identifiable Intangible Assets in a Business Combination~~”), with the excess being applied to goodwill. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill. The determination of the fair value of our reporting units is based, among other things, on estimates of future operating performance of the reporting unit being valued. We are required to complete an impairment test for goodwill and record any resulting impairment losses at least annually. Changes in market conditions, among other factors, may have an impact on these estimates and require interim impairment assessments.

When performing the two-step quantitative impairment test, the Company's methodology includes the use of an income approach which discounts future net cash flows to their present value at a rate that reflects the Company's cost of capital, otherwise known as the discounted cash flow method (“DCF”). These estimated fair values are based on estimates of future cash flows of the businesses. Factors affecting these future cash flows include the continued market acceptance of the products and services offered by the businesses, the development of new products and services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future technological changes. The Company also incorporates market multiples for comparable companies in determining the fair value of our reporting units. Any such impairment would be recognized in full in the reporting period in which it has been identifieddisclosures.

FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The ~~Company’s intangible assets consist~~purpose of ~~customer relationship intangibles, licenses for~~ASC 848 is to provide optional guidance to ease the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, customer relationships – 7 to 15 years, customer lists – 20 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determined lives may be adjusted. Intangible amortization expense is $170 and $353 for the three months ended December 31, 2019 and 2018, respectively.

~~The Company accounts for its sales revenue in accordance with~~ ~~Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”)~~. Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations, and (v) recognize revenue when or as we satisfy our performance obligations.

~~Revenue is recognized upon transfer of control~~potential effects on financial reporting of the ~~promised goods or the performance of the services~~market-wide migration away from Interbank Offered Rates to ~~customers in an amount~~alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that ~~reflects the consideration~~reference a reference rate expected to be ~~receive in exchange for those goods or services.~~ discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company ~~enters into contracts that may include various combinations~~is currently assessing the impact of ~~products~~adopting this new accounting standard on its consolidated financial statements and ~~services, which are generally distinct and accounted for as separate performance obligations.~~related disclosures.

The Manufacturing Segment derives revenue primarily from the sale of carpet products, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded.

The Retail and Online Segment derives revenue primarily from direct sales of entertainment and appliance products and services, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title or use rights, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded.

The Services Segment recognizes revenue from directory subscription services as billed for and accepted by the customer. Directory services revenue is billed and recognized monthly for directory services subscribed. The Company has utilized outside billing companies to perform direct ACH withdrawals. For billings via ACH withdrawals, revenue is recognized when such billings are accepted by the customer. Customer refunds are recorded as an offset to gross Services Segment revenue.

Revenue for billings to certain customers that are billed directly by the Company and not through outside billing companies is recognized based on estimated future collections which are reasonably assured. The Company continuously reviews this estimate for reasonableness based on its collection experience.

For spare part sales, we transfer control and recognize a sale when we ship the product to our customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. We do not have any additional performance obligations other than spare part sales that are material in the context of the contract. The amount of consideration we receive and revenue we recognize varies due to sales incentives and returns we offer to our customers. When we give our customers the right to return eligible products, we reduce revenue for our estimate of the expected returns which is primarily based on an analysis of historical experience.

Warranties are classified as either assurance type or service type warranties. A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company offers certain limited warranties that are assurance type warranties and extended service arrangements that are service type warranties. Assurance type warranties are not accounted for as separate performance obligations under the revenue model. If a service type warranty is sold with a product or separately, revenue is recognized over the life of the warranty. The Company evaluates warranty offerings in comparison to industry standards and market expectations to determine appropriate warranty classification. Industry standards and market expectations are determined by jurisdictional laws, competitor offerings and customer expectations. Market expectations and industry standards can vary based on product type and geography. The Company primarily offers assurance type warranties.

We sell certain extended service arrangements separately from the sale of products. During 2019, the Company became the principal for certain extended service arrangements. Revenue related to these arrangements is recognized ratably over the contract term. The warranty reserve of $210 and $292 is included in accrued liabilities on the consolidated balance sheet at December 31, 2019 and September 30, 2019, respectively.

The Company ~~classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues.~~

The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASU 2016-04 Liabilities- Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products.

Because the Company expects to be entitled to a breakage amount for a liability resulting from the sale of a prepaid stored-value product, the Company utilized the Redemption Pattern methodology. Under this, the Company shall derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur.

The Company establishes a liability upon the issuance of merchandise credits and the sale of gift cards. Breakage income related to gift cards which are no longer reportable under state escheatment laws for the three months ended December 31, 2019 and 2018, was $8 and $14, respectively.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

~~We lease~~leases retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through ~~2029~~ with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases percentage rent and require us to pay all insurance, taxes and other maintenance costs.

For contracts entered into on or after October 1, 2019, we assess at contract inception whether the contract is, or contains, a lease. Generally, we determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) we obtain the right to substantially all economic benefits from use of the asset and (iii) we have the right to direct the use of the asset. In general, all of our leases are operating leases.

At the lease commencement date, we recognize a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019 were based on the original lease terms.

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of our real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. We have elected an accounting policy, as permitted by ASC 842, not to account for such payments separately from the related lease payments. Our policy election results in a higher initial measurement of lease liabilities when such non-lease payments are fixed amounts. Certain of our real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes and our proportionate share of actual property taxes, insurance and utilities. Such payments and changes in payments based on a rate or index are recognized in operating expenses when incurred.

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments

We adopted Accounting Standard Update (“ASU”) No. 2016-02 - Leases (Topic 842), as amended, or Accounting Standard Codification (“ASC 842”), as of October 1, 2019. The primary impact of ASC 842 on our consolidated financial statements is the recognition of right-of-use assets and related liabilities on our consolidated balance sheet for operating leases where we are the lessee. We elected to apply the requirements of the new standard on October 1, 2019 and we have not restated our consolidated financial statements for prior periods. Our adoption of ASC 842 did not have a material impact on the results of our operations or on our cash flows for the period presented.

We elected certain practical expedients under our transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. We also elected not to apply hindsight in determining whether optional renewal periods should be included in the lease term, which in some instances may impact the initial measurement of the lease liability and the calculation of straight-line expense over the lease term for operating leases. As a result of our transition elections, there was no change in our recognition of expense for leases that commenced prior to October 1, 2019.

The Company from time to time grants stock options to employees, non-employees, and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the vesting period.

~~Earnings per share is calculated in accordance with ASC 260, “Earnings Per share~~”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis.

~~ASC Topic 280, “Segment Reporting~~,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has three reportable segments. The Company determined it has three reportable segments (See Note 15).

The Company maintains cash balances in bank accounts in each state the Company has business operations. Accounts are insured by the Federal Deposit Insurance Corporation up to $250 per institution. At times, balances may exceed federally insured limits.

We adopted ASU No. 2016-02, Leases (Topic 842) on October 1, 2019, the beginning of our fiscal year. The Company adopted the new standard prospectively and elected certain practical expedients permitted under the new standard’s transition guidance. This allows the Company to carry forward the historical lease classification and to not reassess the lease term for leases in existence as of the adoption date and to carry forward our historical accounting treatment for land easements on agreements existing on the adoption date. The Company also made policy elections for certain classes of underlying assets to not separate lease and non-lease components in a contract as permitted under the new standard.

~~We lease retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at~~ ~~various dates through 2029~~2040 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases percentage rent and require us to pay all insurance, taxes and other maintenance costs. As a result, wethey recognize assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the ~~company~~Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. ~~See the Note 2 on Lease Accounting.~~

The weighted average remaining lease term is ~~2.5~~9.2 years. Our weighted average discount rate is ~~10.3%~~6.9%. Total cash payments for the three months ended December 31, ~~2019~~ 2020 was ~~$1,972.~~$2,178. We did not enter into any new leases during the three months ended December 31, ~~2019~~2020.

The following table details our right of use assets and lease liabilities as of December 31, ~~2019:~~2020 and September 30, 2020:

	December 31, 2019		December 31, 2020		September 30, 2020
Right of use asset - operating leases	$	19,277	$	28,971	$	30,894
Operating lease liabilities:
Current		7,182		6,958		7,176
Long term		12,697		26,503		28,101

Twelve months ended December 31,
2020	$	7,182
2021		5,241		$	8,731
2022		3,267			6,871
2023		2,026			4,879
2024		1,132			3,953
2025					2,946
Thereafter		2,193			13,660
Total		21,041			41,040
Less implied interest		(1,162	)		(7,579	)
Present value of payments	$	19,879		$	33,461

During the three months ended December 31, 2019, the Company incurred ~~$614~~$1,207 of impairment charges related to the decision to close additional ApplianceSmart retail locations resulting in a decrease to the associated right of use asset related to these leases. These locations physically closed during the three months ended March 31, 2020. There were no similar charges for the three months ended December 31, 2020.

	December 31, 2019			September 30, 2019			December 31, 2020			September 30, 2020
Trade receivables, current, net:
Accounts receivable, current	$	9,434		$	12,641		$	17,626		$	20,197
Less: Reserve for doubtful accounts		(325	)		(740	)		(62	)		(76	)
	$	9,109		$	11,901		$	17,564		$	20,121
Trade receivables , long term, net:
Accounts receivable, long term	$	196		$	196		$	—		$	196
Less: Reserve for doubtful accounts		(196	)		(196	)		—			(196	)
	$	—		$	—		$	—		$	—
Total trade receivables, net:
Gross trade receivables	$	9,630		$	12,837		$	17,626		$	20,393
Less: Reserve for doubtful accounts		(521	)		(936	)		(62	)		(272	)
	$	9,109		$	11,901		$	17,564		$	20,121
Inventory, net
Raw materials	$	7,227		$	7,431		$	12,930		$	13,175
Work in progress		2,895			2,141			11,031			11,747
Finished goods		7,190			6,785			26,474			25,009
Merchandise		19,943			22,883			16,891			17,729
		37,255			39,240			67,326			67,660
Less: Inventory reserves		(420	)		(682	)		(2,587	)		(3,135	)
	$	36,835		$	38,558		$	64,739		$	64,525
Property and equipment, net:
Building and improvements	$	10,557		$	10,827		$	11,405		$	9,908
Transportation equipment		82			82			122			480
Machinery and equipment		20,299			20,035			29,719			27,217
Furnishings and fixtures		2,741			2,741
Office, computer equipment and other		2,651			2,544
Furnishings, fixtures, office equipment and other								6,749			6,353
		36,330			36,229			47,994			43,958
Less: Accumulated depreciation		(14,229	)		(13,633	)		(16,868	)		(13,582	)
	$	22,101		$	22,596		$	31,127		$	30,376
Intangible assets, net:
Domain name and marketing related intangibles	$	90		$	90		$	90		$	90
Lease intangibles		—			1,033
Customer relationship intangibles		2,689			2,689			2,689			2,689
Purchased software		120			808			121			121
		2,899			4,620			2,900			2,900
Less: Accumulated amortization		(1,502	)		(2,421	)		(1,944	)		(1,837	)
	$	1,397		$	2,199		$	956		$	1,063
Accrued liabilities:
Compensation and benefits	$	1,349		$	3,316
Accrued payroll							$	2,691		$	4,178
Accrued sales and use taxes		649			1,176			1,574			1,251
Accrued property and other taxes		43			191
Accrued rent		563			604
Accrued property and other tax								208			270
Accrued gift card and escheatment liability		1,526			1,461			1,683			1,534
Accrued interest payable		180			181			393			280
Accrued accounts payable and bank overdrafts		271			591
Accrued bank fees and overdrafts								514			2,631
Accrued professional fees		312			4,660			5,102			3,378
Customer deposits		78			240			35			169
Accrued expenses - other		158			564			695			1,131
	$	5,129		$	12,984		$	12,896		$	14,822

~~The Company’s intangible assets consist of customer relationship intangibles, licenses for the use of internet domain names, URL’s, software, and marketing and technology related intangibles.~~

~~The following table summarizes estimated future amortization expense related to intangible assets that have net balances~~Note 5:Long Term Debt

Long-term debt as of December 31, ~~2019:~~2020 and September 30, 2020 consisted of the following:

2020

$
441

2021

387

2022

207

2023

172

2024

29

Thereafter

161

$
1,397

	December 31, 2020			September 30, 2020
Bank of America Revolver Loan	$	—		$	—
Encina Business Credit Revolver Loan		13,233			14,886
Texas Capital Bank Revolver Loan		5,534			7,115
Crossroads Financial Revolver Loan		828			883
Encina Business Credit Term Loan		1,576			1,663
Note Payable Comvest Term Loan		1,882			5,554
Note Payable to the Sellers of Vintage Stock		10,000			10,000
Note #1 Payable to Banc of America Leasing & Capital LLC		1,017			1,229
Note #3 Payable to Banc of America Leasing & Capital LLC		1,729			1,862
Note #4 Payable to Banc of America Leasing & Capital LLC		531			572
Note #5 Payable to Banc of America Leasing & Capital LLC		2,402			2,538
Note #6 Payable to Banc of America Leasing & Capital LLC		723			758
Note #7 Payable to Banc of America Leasing & Capital LLC		4,543			4,681
Note #8 Payable to Banc of America Leasing & Capital LLC		3,264			3,091
Note Payable to Extruded Fibers		1,600			2,900
Note Payable to JCM Holdings		1,959			—
Note Payable to the Sellers of Precision Marshall		2,500			2,500
Note Payable to Store Capital Acquisitions, LLC		9,235			9,243
Payroll Protection Program		6,150			6,151
JanOne Inc		—			—
Isaac Capital Fund		2,000			2,000
Spriggs Investments, LLC		2,000			2,000
Seller of Lonesome Oak		1,254			1,297
Note payable to individual, interest at 10-11% per annum, payable on a 90 day written notice, unsecured		707			707
Note payable to individuals, interest at 17% per annum, unsecured		130			—
Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023, unsecured		726			810
Total debt		75,524			82,440
Less unamortized debt issuance costs		(1,497	)		(1,767	)
Net debt		74,027			80,673
Less current portion		(12,066	)		(13,283	)
Long-term portion	$	61,961		$	67,390

Future maturities of long-term debt at December 31, 2020, are as follows which does not include related party debt separately stated:

On July 6, 2015 (amended most recently January 31, 2020, July 6, 2020 and September 28, 2020), Marquis entered into a ~~$15,000 (as of January 31, 2020: $25,000)~~$25,000 revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“~~BofA Revolver”~~BofA”). The BofA Revolver is a five-year, asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation.

Payment obligations under the BofA Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in July 2020 (as of January 31, 2020: January 2025), which is when the BofA Revolver loan agreement terminates. The BofA Revolver is recorded as a currently liability due to a lockbox requirement, and a subjective acceleration clause as part of the agreement.

~~Capitalized terms in this Note 6: Long Term Debt, under the caption~~ ~~“Bank of America Revolver Loan” have the meanings ascribed to them in the revolving credit agreement governing the BofA Revolver.~~

For purposes of clarity, the advance rate for inventory is 55.5% for raw materials, 0% for work-in-process, and 70% for finished goods subject to eligibility, special reserves and advance limit of the lessor of $12,500 or 65% of the value of eligible inventory. Letters of credit reduce the amount available Marquis’ ability to borrow under the BofA Revolver ~~by an amount equal~~is subject to the ~~face value of the letters of credit.~~

Distributions by Holdings to holders of its equity Interests so long as the following conditions are satisfied with respect to each such Distribution: (a) no Default or Event of Default has occurred or would result from such Distribution, (b) Lender has received the financial statements required under Section 10.1.2 (a)(ii), (c) Lender has received evidence that after giving effect to consummation of such Distribution, Borrowers shall maintain a Fixed Charge Coverage Ratio of at least 1.1 to 1.0 on a pro forma basis, measured as of the most recently ended month for which Obligors have delivered the financial statements required under Section 10.1.2(a) or (b), as the case may be, for the twelve month period then ended, (d) Availability on each day during the 60 day period immediately preceding such Distribution calculated on a pro forma basis assuming such Distribution occurred on the first day of such period (including any Loans made hereunder to finance such Distribution) shall be greater than or equal to $4,000 (as of January 31, 2020: $5,000), and (e) Availability, on the date of such Distribution, immediately after giving pro forma effect to the consummation of such Distribution (including any Loans made hereunder to finance such Distribution) shall be greater than or equal to$4,000 (as of January 31 2020: $5,000).

The BofA Revolver places certain restrictions and covenants on Marquis, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions, incurrence of additional indebtedness for Marquis to maintain a fixed charge coverage ratio of at least 1.05 to 1, tested as of the last day of each month for the twelve consecutive months ending on such day. The BofA Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, change in control of Marquis, a material representation or warranty made by us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting Marquis or its subsidiaries, defaults relating to certain other indebtedness, impositionsatisfaction of certain ~~judgments and mergers or~~conditions, including meeting all loan covenants under the ~~liquidation of Marquis or certain of its subsidiaries.~~credit agreement with BofA.

The BofA Revolver Loan bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greater of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day LIBOR plus 1.00% plus the margin, which varies, depending on the fixed coverage ratio table below. Levels I – V determine the interest rate to be charged Marquis which is based on the fixed charge coverage ratio achieved. The Level V interest rate is adjusted up or down on a quarterly basis going forward based upon the above fixed coverage ratio achieved by Marquis.

The following tables summarize the BofA Revolver for the three months ended December 31, ~~2019~~2020 and ~~2018~~2019 and as of December 31, ~~2019~~2020 and September 30, ~~2019:~~2020:

	During the three months ended December 31,						During the three months ended December 31,
	2019			2018			2020			2019
Cumulative borrowing during the period	$	24,344		$	22,723		$	33,126		$	24,344
Cumulative repayment during the period		23,817			28,013			35,790			23,817
Maximum borrowed during the period		2,083			8,071			11,347			2,083
Weighted average interest for the period		3.66	%		4.27	%		0.00	%		3.66	%


	December 31, 2019			September 30, 2019			December 31, 2020			September 30, 2020
Total availability	$	14,387		$	14,914		$	24,924		$	21,732
Total outstanding		541			13			—			—

On ~~June~~July 14, ~~2016, Marquis~~2020, Precision entered into a ~~transaction~~Loan and Security Agreement (the “Loan Agreement”) with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10,000, which consisted of $644 from the sale of the land and a note payable of $9,356. In connection with the transaction, Marquis entered into a lease with a 15-year term commencing on the closing of the transaction, which provides Marquis an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60 with an annual increase of 17%Encina Business Credit, LLC, as Agent (the “Agent”). The ~~note payable bears interest~~Loan Agreement provides for secured revolving loans (the “Encina Revolver Loans”) in a principal amount not to exceed the lesser of (i) $23,500 and (ii) a borrowing base equal to the sum of Precision’s (a) 85% of eligible accounts receivable, plus (b) 85% of eligible inventory, subject to an eligible inventory sublimit that begins at ~~9.25% per annum, with principal~~$14,000 and ~~interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5%, which~~ declines by 1% for each year the loan remains un-paid. At the end of five years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred $458 in transaction costs that are being recognized as a debt issuance cost that is being amortized and recorded as interest expense overto $12,000 during the term of the ~~note payable.~~Loan Agreement, minus (c) customary reserves.

~~On December 21, 2016,~~The following tables summarize the ~~Company and Kingston Diversified Holdings LLC (“Kingston”) entered into an agreement (the “December 21 Agreement”) modifying its then existing agreement between~~Encina Revolver Loans for the ~~parties to extend~~for the ~~maturity date of notes issued by Kingston to the Company (the “Kingston Notes”) by twelve~~three months for 55,888 shares of the Company’s Series B Convertible Preferred Stock with a value on September 15, 2016 of $2,800, as a compromise between the parties in respect of certain of their respective rights and duties under the agreement. The December 21 Agreement has a maximum principal amount of $2,000, and eliminates any and all actual, contingent, or other obligations of the Company to issue to Kingston any shares of the Company’s common stock, or to grant any rights, warrants, options, or other derivatives that are exercisable or convertible into shares of the Company’s common stock.

~~Kingston acknowledges that from the effective date through and including~~ended December 31, 2021, it shall not sell, transfer, assign, hypothecate, pledge, margin, hedge, trade, or otherwise obtain or attempt to obtain any economic value from any of the shares of Series B Preferred Stock or any shares into which they may be converted or from which they may be exchanged. As2020 and 2019 and as of December 31, ~~2019,~~2020 and September 30, ~~2019, the Company had no borrowings on the Kingston line of credit.~~2020:

On June 20, 2016 and August 5, 2016, Marquis entered into a transaction which provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC which provided:

Note #1 is $5,000, secured by equipment. The Equipment Loan #1 is due September 23, 2021, payable in 59 monthly payments of $84 beginning September 23, 2016, with a final payment in the sum of $584, bearing interest at 3.9% per annum.

~~Note #3 is $3,680, secured by equipment. The Equipment Loan #3 is due December 30, 2023, payable in 84 monthly payments of $52 beginning January 30, 2017, bearing interest rate at 4.8% per annum.~~

~~Note #4 is $1,095, secured by equipment. The Equipment Loan #4 is due December 30, 2023, payable in 81 monthly payments of $16 beginning April 30, 2017, bearing interest at 4.9% per annum.~~

~~Note #5 is $3,932, secured by equipment. The Equipment Loan #5 is due December 28, 2024, payable in 84 monthly payments of $55 beginning January 28, 2018, bearing interest at 4.7% per annum.~~

~~Note #6 is $913, secured by equipment. The Equipment Loan #6 is due July 29, 2024, payable in 60 monthly payments of $55 beginning August 28, 2019, bearing interest at 4.7% per annum.~~

On November 3, 2016, Vintage Stock entered into a $12,000 credit agreement (as amended on January 23, 2017, amended on September 20, 2017, June 7, 2018, September 24, 2019 and September ~~24, 2019)~~30, 2020) with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver matures November 3, ~~2020.~~2023.

Payment obligations under the TCB Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in November 2020, which is when the TCB Revolver loan agreement terminates.

Borrowing availability under the TCB Revolver is limited to a borrowing base which allows Vintage Stock to borrow up to 90% of the appraisal value of the inventory, plus 85% of eligible receivables, net of certain reserves. The borrowing base provides for borrowing up to 90% of the appraisal value during the fiscal months of January through September and 92.5% appraisal value during the fiscal months of October through December. Letters of credit reduce the amount available to borrow under the TCB Revolver by an amount equal to the face value of the letters of credit.

Vintage Stock’s ability to make prepayments against Vintage Stock subordinated debt including the Comvest Term Loan and pay cash dividends is generally permitted if (i) excess availability under the TCB Revolver is more than $2,000, and is projected to be within 12 months after such payment and (ii) excess availability under the TCB Revolver is more than $2,000, and the fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is 1.2:1.0 or greater. Restrictions apply to our ability to make additional prepayments against Vintage Stock subordinated debt including the Comvest Term Loan and pay cash dividends if the fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is less than 1.2:1.0 and excess availability under the TCB Revolver is less than $2,000 at the time of payment or distribution. There is no restriction on dividends that can be taken by the Company so long as Vintage Stock maintains $2,000 of current availability at the time of the dividend or distribution. This translates to having no restriction on Net Income so long as the Company retains sufficient assets to establish $2,000 of current availability and continues to meet the required fixed charge coverage ratio of 1.2:1 as stated above.

The TCB Revolver places certain restrictions on Vintage Stock, including a limitation on asset sales, a limitation of 25 new leases in any fiscal year, additional liens, investment, loans, guarantees, acquisitions and incurrence of additional indebtedness.

The TCB Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, change in control of Vintage Stock, a material representation or warranty made by us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting Vintage Stock, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Vintage Stock.

The following tables summarize the TCB Revolver for the three months ended December 31, ~~2019~~2020 and ~~2018~~2019 and as of December 31, ~~2019~~2020 and September 30, ~~2019:~~2020:

	During the three months ended December 31,						During the three months ended December 31,
	2019			2018			2020			2019
Cumulative borrowing during the period	$	18,626		$	19,320		$	20,700		$	18,626
Cumulative repayment during the period		19,709			21,376			22,281			19,709
Maximum borrowed during the period		11,798			16,078			8,930			11,798
Weighted average interest for the period		4.13	%		4.50	%		2.40	%		4.13	%


	December 31, 2019			September 30, 2019			December 31, 2020			September 30, 2020
Total availability	$	2,493		$	1,410		$	6,466		$	5,520
Total outstanding		9,507			10,590			5,534			7,115

~~See Note 16 for a complete discussion regarding subsequent amendments to the TCB Revolver.~~

In connection with the purchase of Vintage Stock, on November 3, 2016, VSAH and Vintage Stock entered into a seller financed mezzanine loan in the amount of $10,000 with the previous owners of Vintage Stock. The Sellers Subordinated Acquisition Note bears interest at 8% per annum, with interest payable monthly in arrears. The Sellers Subordinated Acquisition Note, as amended, has a maturity date of September 23, 2023.

On March 15, 2019, ApplianceSmart, Inc. (the “Borrower”), entered into a Loan and Security Agreement (the “Crossroads Revolver”) with Crossroads Financing, LLC (“Crossroads”), providing for a $4,000 revolving credit facility, subject to a borrowing base limitation (the “ABL Facility”). The borrowing base for the ABL Facility at any time equals the lower of (i) up to 75% of inventory cost or (ii) up to 85% of net orderly liquidation value, in each case as further described in the Loan Agreement.

~~Advances under the~~The Crossroads Revolver bear interest at an interest rate equal to the greater of (i) the three-month London Interbank Offered Rate plus 2.19% or (ii) 5.0%. In addition to paying interest on the outstanding principal under the ABL Facility, the Borrower is required to pay Lender a servicing fee equal to 1.0% per month of the amount of the Borrower’s outstanding obligations under the Crossroads Revolver that accrue interest, an annual loan fee of $80, an early termination fee described below, and other fees described in the Crossroads Revolver.

~~Unless terminated early in accordance with its terms, the Crossroads Revolver terminates~~matures on March 15, 2021 (the “Maturity Date”). If the Crossroads Revolver is terminated by the Borrower prior to the Maturity Date, Borrower is required to pay Crossroads (i) a fee in an amount equal to $120 if the Crossroads Revolver is terminated prior to March 15, 2020 and (b) if the Crossroads Revolver is terminated on or after March 15, 2020, a fee in an amount equal to $80.2021.

Advances under the Crossroads Revolver are guaranteed by Parent and ApplianceSmart Contracting, Inc., a wholly-owned subsidiary of Parent. In addition, certain executive officers of the Borrower have agreed to provide validity guarantees. Advances under the Crossroads Revolver are secured by a pledge of substantially all of the assets of the Borrower. On March 3, 2020, the Company executed a guaranty agreement to Crossroads to induce Crossroads to continue to extend financial accommodations and consent to use of cash collateral to ApplianceSmart. The amount of the guaranty is $1,200. The guaranty terminates at such time as ApplianceSmart has paid in full all amounts owed by it to Crossroads. The Company expects the guaranty to continue in effect until August 2021.

The Crossroads Revolver contains representations and warranties, events of default, affirmative and negative covenants and indemnities customary for loans of this nature. As of December 31, 2019, and September 30, 2019, the Crossroads Revolver had a balance outstanding of $1,565 and $1,981, respectively. The December 31, 2019 balance outstanding is included in Debtor in possession liabilities on the consolidated balance sheet. In connection with the Crossroads Revolver, ApplianceSmart incurred $118 in transaction costs that are being recognized as debt issuance cost that is being amortized and recorded as interest expense over the term of the Crossroads Revolver.

On June 7, 2018, (amended on September 9, 2019), Vintage Stock Affiliated Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Borrower, Holdings, the lenders party thereto and Comvest Capital IV, L.P. (“Comvest”), as agent. The Credit Agreement provides for a $24,000 secured term loan (the “Term Loan”). The proceeds of the Term Loan, together with a cash equity contribution of approximately $4,000 from the Company to the Borrower, were and are being used by the Borrower (i) to refinance and terminate the Borrower’s credit facility (the “Prior Credit Facility”) with Capitala Private Credit Fund andaddition, certain of its affiliates, as lenders, and Wilmington Trust National Association (the “Term Loan Administrative Agent”), as agent, (ii) to pay transaction costs, and (iii) for the Borrower’s working capital and other general corporate purposes. In connection with the closing of the refinancing transaction with Comvest, all defaults under the Prior Credit Facility were extinguished.

The Term Loan bears interest at the base or LIBOR rates (as described below) plus an applicable margin in each case. The applicable margin ranges from 8.00% to 9.50% per annum (subject to a LIBOR floor of 1.00%) and is determined based on the Borrower’s senior leverage ratio pricing grid.

The base rate under the Comvest Credit Agreement is equal to the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus one half percent (0.50%), (iii) the most recently used LIBO Rate and (iv) two percent (2.00%) per annum.

LIBOR rate is defined as the greater of (a) a rate per annum equal to the London interbank offered rate for deposits in Dollars for a period of one month and for the outstanding principal amount of the Term Loan as published in the “Money Rates” section of The Wall Street Journal (or another national publication selected by Agent if such rate is not so published), two Business Days prior to the first day of such one month period and (b) one percent (1.00%) per annum.

The Term Loan matures on May 26, 2023 and is subject to amortization of 12.5% (decreasing to 10% upon the Borrower’s senior leverage ratio being less than 1.5 times the Borrower’s EBITDA (as defined in the Credit Agreement)) of principal per annum payable in equal quarterly instalments due on March 31, June 30, September 30, and December 31 of each year, with the first such payment due on June 30, 2018; plus, to the extent the Borrower generates excess cash flow (as defined in the Credit Agreement), a percent of such excess cash flow (ranging from 50% to 100%), all in accordance with the terms of the Credit Agreement.

~~Under the Credit Agreement, any and all mandatory prepayments arising from any voluntary act~~executive officers of the Borrower are subject to a prepayment premium, ranging from 5.00% of the principal amount prepaid plus a make-whole amount to 1.00%, depending on when the mandatory prepayment is made. There is no prepayment premium after June 7, 2021.

The Term Loan is secured by a pledge of substantially all of the assets of the Borrower and a pledge of the capital stock of the Borrower. In addition, the Company is guaranteeing (the “Sponsor Guaranty”) that portion of the Term Loan that results in the Borrower’s senior leverage ratio being greater than 2.0:1.0, and only for so long as such ratio exceeds 2.0:1.0. The Sponsor Guaranty terminates on the date that the Borrower’s senior leverage ratio is less than 2.0:1.0 for two consecutive fiscal quarters.

The Term Loans place certain restrictions and covenants on Vintage Stock, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions and incurrence of additional indebtedness for Vintage Stock. Vintage Stock is required to maintain a minimum of $11,500 of EBITDA on a trailing twelve months basis. So long as the Senior leverage ratio is greater than 2.0 to 1.0, Vintage Stock is required to spend no more than $2,000 in fiscal year 2020, $1,750 in fiscal year 2021, and $1,500 in fiscal years 2022 and thereafter. At all times that the senior leverage ratio is greater than or equal to 1.50:1.00, Vintage Stock cannot have the same store sales percentage to be less than or equal to a negative 5.5 percent as of the last day of any fiscal quarter. Vintage Stock may only open three new retail locations within a twelve-month period so long as the senior leverage ratio is 2.00:1.00 or more. If the senior leverage ratio is less than 2.00:1.00 and is compliant with the loan covenants, Vintage Stock may only open more than five new retail locations within a twelve-month period.

~~Vintage Stock is required to maintain a declining maximum senior leverage ratio on a trailing twelve-month basis as follows:~~

~~Vintage Stock is required to maintain on a trailing twelve-month basis a minimum fixed charge ratio of no less than the following:~~

Vintage Stock may cure both payment and financial covenant defaults through infusion of equity cures as determined by the Credit Agreement. EBITDA, senior leverage ratio, same store sales decline percentage and fixed charge ratio are terms defined within the Credit Agreement.

In connection with the Comvest Term Loan, Vintage Stock incurred $1,318 in transaction cost that is being recognized as debt issuance cost that is being amortized and recorded as interest expense over the term of the Comvest Term Loan.

~~See Note 16 for a complete discussion regarding subsequent amendments to the Comvest Term Loan.~~

~~We were in compliance as of December 31, 2019 with all covenants under our existing revolving and other loan agreements, with the exception of covenants related to the Crossroads Revolver.~~

~~Long-term debt as of December 31, 2019 and September 30, 2019 consisted of the following:~~

December 31,
2019

September 30,
2019

Bank of America Revolver Loan

$
541

$
13

Texas Capital Bank Revolver Loan

9,507

10,590

Note Payable Comvest Term Loan

13,909

15,412

Note Payable to the Sellers of Vintage Stock

10,000

10,000

Crossroads Financial Revolver Loan

—

1,981

Note #1 Payable to Banc of America Leasing & Capital LLC

1,853

2,057

Note #3 Payable to Banc of America Leasing & Capital LLC

2,252

2,379

Note #4 Payable to Banc of America Leasing & Capital LLC

692

731

Note #5 Payable to Banc of America Leasing & Capital LLC

2,936

3,065

Note #6 Payable to Banc of America Leasing & Capital LLC

859

891

Note Payable to Store Capital Acquisitions, LLC

9,266

9,274

Note payable to individual, interest at 11% per annum, payable on a 90 day written notice,
unsecured

207

207

Note payable to individual, interest at 10% per annum, payable on a 90 day written notice,
unsecured

500

500

Total notes payable

52,522

57,100

Less unamortized debt issuance costs

(1,263
)

(1,384
)
Net amount

51,259

55,716

Less current portion

(15,989
)

(7,897
)
Long-term portion

$
35,270

$
47,819

~~Future maturities of long-term debt at December 31, 2019, are as follows which does not include related party debt separately stated:~~

On December 30, 2017, ASH entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne 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 (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 (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~~provide validity guarantees.. The remaining $2,581 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 December 31, 2019, and September 30, 2018, there was $2,826 principal 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.

On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. See Note 1311 for a complete discussion.

During October 2020, Marquis ~~by the Company, the Company~~purchased a manufacturing facility for $2,500. Marquis had previously been leasing this facility. Additionally, Marquis entered into a ~~mezzanine~~$2,000 loan agreement with the seller of the facility, which is secured by the facility, in order to complete the ~~amount~~purchase of ~~up to $7,000 with Isaac Capital Fund (“ICF”), a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer.~~the facility. The ~~ICF mezzanine~~ loan bears interest at ~~12.5% per annum with payment obligations of interest each month~~6% due monthly and ~~all principal due~~matures January 2030.

We were in ~~May 2025. As of December 31, 2019, and September 30, 2019, there was $2,000 outstanding on this mezzanine loan.~~

~~Notes payable, related parties~~compliance as of December 31, ~~2019~~2020 with all covenants under our existing revolving and ~~September 30, 2019 consisted~~other loan agreements, with the exception of covenants related to the ~~following:~~Crossroads Revolver.

~~Future maturities of notes payable, related parties at December 31, 2019 are as follows:~~

As of December 31, ~~2019,~~2020, and September 30, ~~2019,~~2020, there were 47,840 and ~~77,840~~47,840 shares outstanding of Series a Preferred Stock, respectively. During the three months ended December 31, 2019, the Company repurchased 30,000 shares of Series E Convertible Preferred Stock for an aggregate purchase price of $3.

For the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, the Company purchased 33,926 and 41,699 ~~and 2,819~~ shares, respectively, of its common stock on the open market ~~(treasury shares~~ for $383 and $343, ~~and $19, respectively).~~respectively.

The warrants listed below expire at various timeframes over the next two years. However, Company and ICG entered into an agreement whereby if the warrants are not exercised on or before the applicable expiration date, the applicable expiration date is deemed automatically extended for successive two year periods, immediately prior to such expiration. During the three months ended December 31, 2019, the Company recorded a fair value adjustment of $266 related to the extension of warrants that expired during this period. There was no such adjustment during the three months ended December 31, ~~2018.~~2020.

The following table summarizes information about the Company’s warrants at December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, respectively:

The warrants may be exchanged for shares of common stock at a ratio of one share of Series B Preferred Stock into five common shares. The following table provides information assuming the warrants are exercised and exchanged for common shares:

The exercise price for the Series B Convertible Preferred Stock warrants outstanding and exercisable at December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, are as follows:

Series B Convertible Preferred	Series B Convertible Preferred							Series B Convertible Preferred
Outstanding				Exercisable
Outstanding and Exercisable								Outstanding and Exercisable
Number of Warrants	Number of Warrants	Exercise Price		Number of Warrants		Exercise Price		Number of Warrants	Exercise Price
	54,396	$	16.60		54,396	$	16.60	54,396	$	16.60
	17,857		16.80		17,857		16.80	17,857		16.80
	12,383		24.30		12,383		24.30	12,383		24.30
	33,393		28.50		33,393		28.50	33,393		28.50
	118,029				118,029			118,029

All of the warrants were exercised for shares of Series B Convertible Preferred Stock using a cashless exercise method during January 2021.

Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan.

From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the requisite service period.

The following table summarizes stock option activity for the twelve months ended September 30, ~~2019~~2020 and the three months ended December 31, ~~2019:~~2020:

Number of
Shares

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual Life

Intrinsic
Value

Outstanding at September 30, 2018

231,668

$
14.84

3.04

$
163

Forfeited

(31,250
)

Outstanding at September 30, 2019

200,418

$
16.37

2.40

$
27

Exercisable at September 30, 2019

164,084

$
13.92

1.44

$
27

Outstanding at December 31, 2019

200,418

$
16.37

2.20

$
12

Exercisable at December 31, 2019

172,251

$
13.40

1.28

$
12

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Intrinsic Value
Outstanding at September 30, 2019		200,418		$	16.37		2.40	$	27
Forfeited		(81,250	)
Outstanding at September 30, 2020		119,168		$	19.07		2.71	$	—
Exercisable at September 30, 2020		95,001		$	15.50		1.55	$	—

Outstanding at December 31, 2020		119,168		$	19.07		2.45	$	87
Exercisable at December 31, 2020		103,168		$	15.94		1.60	$	87

The Company recognized compensation expense of ~~$29~~$17 and ~~$47~~$29 during the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively, related to stock option awards granted to certain employees and officers based on the grant date fair value of the awards, net of estimated forfeitures.

At December 31, ~~2019,~~2020, the Company has ~~$116~~$43 of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the company expects to recognize as compensation expense through October of 2022.

The exercise price for stock options outstanding and exercisable outstanding at December 31, ~~2019~~2020 is as follows:

Outstanding	Outstanding			Exercisable				Outstanding			Exercisable
Number of Options	Number of Options	Exercise Price ($)		Number of Options		Exercise Price ($)		Number of Options	Exercise Price ($)		Number of Options		Exercise Price ($)
	25,000		7.50		25,000		7.50	25,000		10.00		25,000		10.00
	31,250		10.00		31,250		10.00	16,668		10.86		16,668		10.86
	16,668		10.86		12,501		10.86	6,250		12.50		6,250		12.50
	6,250		12.50		6,250		12.50	6,250		15.00		6,250		15.00
	6,250		15.00		6,250		15.00	25,000		15.18		25,000		15.18
	75,000		15.18		75,000		15.18	8,000		23.41		8,000		23.41
	8,000		23.41		8,000		23.41	8,000		27.60		8,000		27.60
	8,000		27.60		8,000		27.60	8,000		31.74		8,000		31.74
	8,000		31.74		—		—	8,000		36.50		—		—
	8,000		36.50		—		—	8,000		41.98		—		—
	8,000		41.98		—		—	119,168				103,168
	200,418				172,251

The following table summarizes information about the Company’s non-vested shares outstanding as of December 31, ~~2019~~2020 and September 30, ~~2019:~~2020:

Non-vested Shares	Number of Shares			Average Grant-Date Fair Value		Number of Shares			Average Grant-Date Fair Value
Non-vested at September 30, 2019		36,334		$	26.76
Non-vested at September 30, 2020							24,167		$	33.10
Vested		(8,167	)	$	12.79		(8,167	)	$	14.15
Non-vested at December 31, 2019		28,167		$	32.91
Non-vested at December 31, 2020							16,000		$	39.24

Net earnings per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Diluted net earnings per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential shares of common stock consist of the additional shares of common stock issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders.

The following table presents the computation of basic and diluted net earnings per share:

	Three Months Ended December 31,				Three Months Ended December 31,
	2019		2018		2020		2019
Basic
Net income	$	985	$	1,530	$	5,413	$	547
Less: preferred stock dividends		—		—
						—		—
Net income applicable to common stock	$	985	$	1,530	$	5,413	$	547

Weighted average common shares outstanding		1,806,746		1,945,247		1,568,213		1,806,746
Basic earnings per share	$	0.55	$	0.79
Basic income per share					$	3.45	$	0.30

Diluted
Net income applicable to common stock	$	985	$	1,530	$	5,413	$	547
Add: preferred stock dividends		—		—		—		—
Net income applicable for diluted earnings per share	$	985	$	1,530	$	5,413	$	547

Weighted average common shares outstanding		1,806,746		1,945,247		1,568,213		1,806,746
Add: Options		25,000		11,576		41,668		25,000
Add: Series B Preferred Stock		1,071,220		1,071,220		1,071,220		1,071,220
Add: Series B Preferred Stock Warrants		590,147		590,147		590,147		590,147
Add: Series E Preferred Stock		47,840		77,840		47,480		47,840
Assumed weighted average common shares outstanding		3,540,953		3,696,030		3,318,728		3,540,953
Diluted earnings per share	$	0.28	$	0.41
Diluted income per share					$	1.63	$	0.15

There are ~~175,418~~77,500 and ~~200,418~~175,418 common stock options that are anti-dilutive that are not included in the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, diluted earnings per share computations, respectively.

As of ~~Marquis,~~December 31, 2020, Isaac Capital Group, LLC (“ICG”) is a record and beneficial owner of approximately 46.2% of the outstanding capital stock of the Company, and Jon Isaac, the Company’s President and Chief Executive Officer, and manager and sole member of ICG, is a record and beneficial owner of approximately 54.0% of the outstanding capital stock of the Company.

During 2015, Marquis entered into a mezzanine loan in the amount of up to $7,000 (the “ICF Loan”) with ~~ICF.~~Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer. On July 10, 2020, (i) ICF released and discharged Marquis from all obligations under the loan, (ii) ICF assigned all of its rights and obligations under the instruments, documents, and agreements with respect to the ICG Loan to Isaac Capital Group, LLC, of which Jon Isaac, our President and Chief Executive Officer, is the sole member, and (iii) Live Ventures borrowed $2.0 million (the “ICG Loan”) from ICG using substantially the documentation from the ICF Loan. The ~~ICF mezzanine loan~~ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5% ~~per annum with payment obligations~~Interest is payable in arrears on the last day of ~~interest~~ each month, ~~and all principal due in May 2025.~~commencing July 31, 2020. As of December 31, ~~2019,~~2020, and September 30, ~~2019, respectively,~~2020, there was $2,000 outstanding on this ~~mezzanine~~ loan. ~~During~~

On April 9, 2020, the ~~three months ended~~Company entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1,000 revolving credit facility (the “ICG Revolver”). The ICG Revolver bears interest at 10.0% per annum and provides for the payment of interest monthly in arrears and matures April 2023. As of December 31, ~~2019 and 2018,~~2020, the Company ~~recognized total interest expense of $64, associated with~~has not drawn on the ~~ICF notes.~~revolving promissory note.

Customer Connexx LLC, a wholly-owned subsidiary of JanOne Inc. (“JanOne”), rents approximately 9,879 square feet of office space from the Company at its Las Vegas office which totals 11,100 square feet. JanOne paid the Company $45 and $45 in rent and other reimbursed expenses for the three months ended December 31, 2019 and 2018, respectively. Tony Isaac, a member of the Board of Directors of the Company and Virland Johnson, Chief Financial Officer of the Company, are Chief Executive Officer and Board of Directors member, and Chief Financial Officer of JanOne, respectively.Series B Preferred Warrants

The warrants, discussed in Note 9,7, expire at various timeframes over the next two years. However, Company and ICG entered into an agreement whereby if the warrants are not exercised on or before the applicable expiration date, the applicable expiration date is deemed automatically extended for successive ~~two year~~two-year periods immediately prior to such expiration. All of these warrants were exercised by cashless exercise during January 2021.

Customer Connexx LLC, a wholly-owned subsidiary of JanOne Inc. (“JanOne”), rents approximately 9,900 square feet of office space from the Company at its Las Vegas office which totals 16,500 square feet. JanOne paid the Company $35 and $45 in rent and other reimbursed expenses for the three months ended December 31, 2020 and 2019, respectively. Tony Isaac and Virland Johnson are Chief Executive Officer and Board of Directors member and the Chief Financial Officer of JanOne, respectively.

On December 30, 2017, ~~ASH, a wholly owned subsidiary of the Company,~~ApplianceSmart Holdings Inc. (“ASH”) entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne Inc.) (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of ~~JanOne.~~the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the ~~Purchaser purchased from JanOne~~Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for ~~$6,500. Effective~~$6,500 (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 (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 ~~ASH issued an interest-bearing promissory note, with~~and matures on April 1, 2021 (the “Maturity Date”). The ApplianceSmart Note bears interest at 5% per annum with ~~a three-year term~~interest payable monthly in ~~the original amount of $3,919 for the balance~~arrears. Ten percent of the ~~purchase price.~~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 $2,581 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 December 31, 2020, and September 30, 2020, there was $2,826 principal outstanding on the ApplianceSmart Note.

In connection with the ~~acquisition~~purchase of Vintage Stock, on November 3, 2016, Vintage Stock entered into a seller financed mezzanine loan in the amount of $10,000 with the previous owners of Vintage Stock. The Sellers Subordinated Acquisition Note bears interest at 8% per annum, with interest payable monthly in arrears. The Sellers Subordinated Acquisition Note, as amended, has a maturity date of September 23, 2023. Rodney Spriggs, President of Vintage Stock, holds a 41% interest in the $10,000 Seller Subordinated Acquisition Note payable by ~~VSAH.~~Vintage Stock.

On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note”) in favor of Spriggs Investments LLC (“Spriggs Investments”), a limited liability company whose sole member is Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, Inc., a wholly-owned subsidiary of the Company, that memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $2,000 (the “Spriggs Loan”). The ~~terms~~Spriggs Loan matures on July 10, 2022 and bears simple interest at a rate of ~~payment are interest only,~~10.0% per annum. Interest is payable ~~monthly~~in arrears on the 1^stlast day of each month, ~~until maturity~~commencing July 31, 2020. the Company may prepay the Spriggs Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid, together with accrued interest thereon to the date of prepayment; provided, however, that, if the Company prepays the Spriggs Loan in whole or in part on ~~September 23, 2023. Interest~~or prior to December 10, 2020, then the Company would also be obligated to pay a prepayment penalty to Spriggs Investments in an amount equal to $100, less the amount of any interest paid or to ~~Mr.~~be paid by the Company up to the date of prepayment. the Company used the proceeds from the Spriggs Loan to finance the acquisition of Precision. The Spriggs Promissory Note contains events of default and other provisions customary for ~~the three months ended December 31, 2019~~a loan of this type. The Spriggs Loan was guaranteed by Jon Isaac, Live Ventures’ President and ~~2018, was $84. Interest unpaid~~Chief Executive Officer, and ~~accrued as of December 31, 2019 and September 30, 2019 is $27.~~by ICG. .

We are involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows.

On February 21, 2018, the Company received a subpoena from the Securities and Exchange Commission (“SEC”) and a letter from the SEC stating that it is conducting an investigation. The subpoena ~~requests~~requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the Company’s previously-disclosed SEC investigation. The Wells Notices relate to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives that would allege certain violations of the federal securities laws. The Company and the Executives maintain that their actions were appropriate, and the Company and the Executives have engaged Orrick Herrington & Sutcliffe LLP, among others, to defend themselves, and intend to vigorously defend against any and all allegations brought forth.

On October 1, 2018, the Company received a letter from the SEC ~~states that “this inquiry does not mean that~~requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company provided a response to the SEC ~~has concluded that the Company or any of its officers and directors has broken the law or that the SEC has a negative opinion of any person, entity, or security.”~~on October 26, 2018. The Company is cooperating with the SEC in its ~~investigation~~.

On April 26, 2019, New Leaf Serv. Contracts, LLC (“New Leaf”) filed suit again ApplianceSmart and the Company in the District Court of Dallas County, Texas (the “Dallas Court”) alleging, among other things, breach of contract. Plaintiff seeks damages of approximately $215, plus interest and attorneys’ fees. This matter was subsequently abated to allow the parties to arbitrate this dispute. The Company has asserted certain counterclaims against New Leaf. This matter has been stayed as a result of the Chapter 11 Case (as defined below).inquiry.

On August 4, 2020, Valassis Communications, Inc. and Valassis Digital Corp. (collectively, “Valassis”) filed suit against ApplianceSmart Holdings LLC in the State of Michigan, Third Judicial Circuit, Wayne County, alleging, among other things, breach of contract and account stated and seeking damages of approximately $700. This matter has since been removed to United States District Court, Eastern District of Michigan, Southern Division. The Company believes that ApplianceSmart, Inc., not ApplianceSmart Holdings LLC is the responsible party. On December 9, 2019, ApplianceSmart filed a Chapter 11 Case in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, including, but not limited to ASH, or Live Ventures itself.

On December 12, 2019, Crossroads Center LLC served a lawsuit against ApplianceSmart in the District Court for the State of Minnesota, County of Olmsted, alleging, among other things, breach of contract and seeking damages in excess of $64. This matter has been stayed as a result of the Chapter 11 Case.

On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, or Live Ventures itself. ApplianceSmart expects to continue to operate its business in the ordinary course of business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In addition, the Company reserves its right to file a motion seeking authority to use cash collateral of the lenders under ApplianceSmart’s reserve-based revolving credit facility. The case is being administrated under the caption In re: ApplianceSmart, Inc. (case number 19-13887). Court filings and other information related to the Chapter 11 Case are available at the PACER Case Locator website for those registered to do so or at the Courthouse located at One Bowling Green, Manhattan, New York 10004.

ApplianceSmart’s balance sheet as of December 31, 2020 is below. The debtor in possession assets and liabilities are primarily related to assets and liabilities incurred pre-petition and are subject to compromise.

ApplianceSmart’s statement of operations for the period of October 1, 2020 through December 31, 2020 is below:

On November 22, 2019, Haier US Appliance Solutions, Inc. d/b/a GE Appliances filed suit against ApplianceSmart in the District Court for the State of Minnesota, County of Hennepin (the “Hennepin Court”) alleging, among other things, breach of contract and seeking damages in excess of $250. This matter has been stayed as a result of the Chapter 11 Case.

On November 1, 2019, OIRE Minnesota, L.L.C. filed suit against ApplianceSmart in the Hennepin Court alleging, among other things, breach of contract and seeking damages in excess of $60. This matter was subsequently settled for an aggregate of $20 on February 18, 2020 in exchange for full mutual releases.

On October 16, 2019, VanMile, LLC filed a lawsuit against ApplianceSmart in the Magistrate Court of Gwinnett County, State of Georgia alleging unpaid invoices and seeking damages therefor. Plaintiff is seeking damages of $15. This matter has been stayed as a result of the Chapter 11 Case.

On September 12, 2019, Fisher & Paykel Appliances, Inc. initiated an arbitration against ApplianceSmart in San Diego alleging breach of contract and seeking damages in excess of $100. This matter has been stayed as a result of the Chapter 11 Case.

On July 22, 2019, Trustee Main/270, LLC (the “Reynoldsburg Landlord”) filed a lawsuit against ApplianceSmart and JanOne Inc. (formerly known as Appliance Recycling Centers of America, Inc.) (“JanOne”) in the Franklin County Common Pleas Court in Columbus, Ohio, alleging, with respect to ApplianceSmart, default under a lease agreement and, with respect to JanOne, guaranty of lease. The complaint sought damages of $1,530 attorney fees, and other charges. On or about September 27, 2019, the parties entered into a second lease modification agreement and ratification of agreement (the “Second Lease Modification Agreement”) whereby the Reynoldsburg Landlord restored ApplianceSmart’s access to the property. Pursuant to the terms of the Second Lease Modification Agreement, in exchange for such restored access, ApplianceSmart paid the Reynoldsburg Landlord $141 in partial satisfaction of past due rent and costs and the Reynoldsburg Landlord agreed to dismiss the lawsuit with prejudice. In addition, the Reynoldsburg Landlord agreed to reduced minimum annual rent for the remainder of the ~~erm~~term and waived the rent due for October 2019, December 2019, and January 2020. In addition, JanOne ratified its guaranty under the lease.

On August 29, 2019, Martin Drive, LLC filed suit against ApplianceSmart in the Hennepin Court, alleging, among other things, breach of contract and failure to pay rent under the terms of a lease agreement. The plaintiff was awarded a default judgment in the aggregate amount of $265. This matter has been stayed as a result of the Chapter 11 Case.

On August 27, 2019, CH Robinson Worldwide, Inc. served a lawsuit against ApplianceSmart in the District Court for the State of Minnesota, County of Carver, alleging, among other things, breach of contract and seeking damages in excess of $140. This matter has been stayed as a result of the Chapter 11 ~~Case..~~Case.

On August 15, 2019, 280 Business Center, LLC filed suit against ApplianceSmart in the District Court for the State of Minnesota, County of Ramsey for eviction from the premises. This matter was settled in September 2019 for $130.

On June 19, 2019, Graceland Retail 2017 LLC filed suit against ApplianceSmart in the Court of Common Pleas in Franklin County, Ohio, alleging, among other things, breach of contract and failure to pay rent under the terms of a lease agreement. The plaintiff was seeking damages of approximately $940. This matter has been stayed as a result of the Chapter 11 Case.

~~On May 29, 2019, Hopkins Mainstreet II, LLC (“Hopkins Mainstreet”) filed suit against ApplianceSmart, Inc.~~We are involved in various claims and lawsuits arising in the ~~Hennepin Court alleging, among other things, breach~~normal course of ~~contract~~business. The ultimate results of claims and ~~failure to pay rent. The Hennepin Court subsequently entered a default judgment in favor~~litigation cannot be predicted with certainty. We currently believe that the ultimate outcome of ~~Hopkins Mainstreet~~such lawsuits and proceedings will not, individually or in the ~~amount~~aggregate, have a material adverse effect on our consolidated financial position, results of ~~$225, plus attorneys’ fees in the amount of $3,~~operations or cash flows.

The Company leases its office, retail and ~~disbursements in the amount of $1. This matter has been stayed~~warehouse space under long-term operating leases expiring through fiscal year 2040.

During fiscal 2019, as a result of our decision to close certain ApplianceSmart retail locations, we recorded a liability for the ~~Chapter 11 Case. The Company~~estimated remaining lease payments and ~~Hopkins Mainstreet reached a settlement agreement during March 2020 in the~~early termination charges, as applicable, of $724. As of December 31,2020, this amount ~~of $25.~~has been reduced to $405.

During 2019, the Company became the principal for certain extended warranties, as a result, warranty reserves are included in accrued liabilities in our consolidated balance sheet. The following table summarizes the warranty reserve activity for the three months ended December 31, ~~2019:~~2020:

Beginning balance, September 30, 2019	$	292
Beginning balance, September 30, 2020				$	206
Warranties issued/accrued		—			—
Warranty settlements		(82	)		(31	)
Ending balance, December 31, 2019	$	210
Ending balance, December 31, 2020				$	175

During 2020, Marquis entered into a $1,100 agreement to install heating, ventilation and ~~2018 were 26.2% and 27.0%, respectively. The effective income tax rate differs from the U.S. federal statuary rate primarily due to state taxes and certain non-deductible expenses. As~~air conditioning in one of December 31, 2019, the Company had no uncertain tax positions. The Company is subject to taxation and files income tax returns in the U.S., and various state jurisdictions. The Company is subject to audit for U.S. purposes for the current and prior three years; and for state purposes the current and prior four years.its manufacturing facilities.

The Company operates in three segments which are characterized as: (1) ~~Manufacturing,~~Retail, (2) ~~Retail and Online,~~Flooring Manufacturing, and (3) ~~Services.~~Steel Manufacturing. The ~~Manufacturing Segment consists of Marquis Industries, the~~ Retail ~~and Online~~ segment consists of Vintage Stock and ApplianceSmart, the Flooring Manufacturing Segment consists of Marquis and the ~~Services segment~~Steel Manufacturing Segment consists of ~~the directory services business.~~Precision Marshall.

The following tables summarize segment information for the three months ended December 31, ~~2019~~2020 and ~~2018:~~2019:

Three Months Ended December 31,

2019

2018

Revenues

Retail and Online

$
21,488

$
30,645

Manufacturing

20,367

22,382

Services

146

169

$
42,001

$
53,196

Gross profit

Retail and Online

$
11,120

$
13,577

Manufacturing

5,368

5,601

Services

138

159

$
16,626

$
19,337

Operating income (loss)

Retail and Online

$
946

$
(239
)
Manufacturing

2,403

2,170

Services

138

159

$
3,487

$
2,090

Depreciation and amortization

Retail and Online

$
487

$
788

Manufacturing

598

694

Services

—

—

$
1,085

$
1,482

Interest expenses

Retail and Online

$
967

$
1,176

Manufacturing

390

477

Services

—

—

$
1,357

$
1,653

Net income (loss) before provision for income taxes

Retail and Online

$
(678
)

$
(1,273
)
Manufacturing

1,875

3,211

Services

138

159

$
1,335

$
2,097

	Three Months Ended December 31,
	2020			2019
Revenues
Retail	$	22,370		$	21,488
Flooring Manufacturing		30,222			20,367
Steel Manufacturing		9,735			—
Corporate & other		127			146
	$	62,454		$	42,001

Gross profit
Retail	$	12,047		$	11,120
Flooring Manufacturing		8,325			5,368
Steel Manufacturing		1,776			—
Corporate & other		121			138
	$	22,269		$	16,626

Operating income (loss)
Retail	$	4,493		$	1,859
Flooring Manufacturing		4,150			2,403
Steel Manufacturing		144			—
Corporate & other		(1,496	)		(775	)
	$	7,291		$	3,487

Depreciation and amortization
Retail	$	347		$	470
Flooring Manufacturing		965			605
Steel Manufacturing		393			—
Corporate & other		9			10
	$	1,714		$	1,085

Interest expenses
Retail	$	660		$	949
Flooring Manufacturing		410			390
Steel Manufacturing		268			—
Corporate & other		132			18
	$	1,470		$	1,357

Net income (loss) before provision for income taxes
Retail	$	4,173		$	236
Flooring Manufacturing		3,722			1,880
Steel Manufacturing		(164	)		—
Corporate & other		(1,002	)		(1,374	)
	$	6,729		$	742

ApplianceSmart expects to continue to operate its business in the ordinary course of business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In addition, the Company reserves its right to file a motion seeking authority to use cash collateral of the lenders under the reserve-based revolving credit facility.

~~The case is being administrated under the caption~~ ~~In re: ApplianceSmart, Inc~~. (case number 19-13887). Court filings and other information related to the Chapter 11 Case are available at the PACER Case Locator website for those registered to do so or at the Courthouse located at One Bowling Green, Manhattan, New York 10004.

The Company will continue to consolidate ApplianceSmart as ApplianceSmart remains under the control of management and not the Bankruptcy Court. ApplianceSmart maintains its ability to operate under the normal course of business throughout the bankruptcy proceedings. The Company will continue to evaluate any triggering events that indicate a loss of control that may result in deconsolidation.

On November 1, 2019, Marquis entered into a purchase agreement, as amended (as amended, the “LOTC Purchase Agreement”), to acquire the outstanding capital stock of Lonesome Oak Trading Co., Inc. (“Lonesome Oak”). Pursuant to the LOTC Purchase Agreement, Marquis will acquire from the sole shareholder of Lonesome Oak (the “LOTC Shareholder”) all of the issued and outstanding shares of capital stock of Lonesome Oak for $2,000. In addition, following the closing of the transaction, Lonesome Oak will be leasing back from the LOTC Shareholder certain properties owned by affiliates of the LOTC Shareholder that will be used in Lonesome Oak’s operations. Marquis will hold back $1,450 of the purchase price (the “Holdback Amount”) to satisfy claims for indemnity arising out of breaches of certain representations, warranties, and covenants, and certain other enumerated items, if any. In connection with the closing of the transaction, the LOTC Shareholder will enter into an employment agreement with a five-year term and will serve as Lonesome Oak’s Executive Vice President pursuant to the terms thereof. The parties expect that the transaction will close within the Company’s second fiscal quarter, subject to customary closing conditions. The LOTC Purchase Agreement contains customary representations, warranties, and covenants. Subject to certain exceptions, the LOTC Shareholder has agreed to indemnify Marquis for breaches of certain representations, warranties, and covenants, and certain other enumerated items, if any. Indemnification by the LOTC Shareholder for breaches of certain representations and warranties is generally limited to the Holdback Amount. The LOTC Purchase Agreement contains a three-year non-competition covenant and non-solicitation covenant that apply to the LOTC Shareholder. The transaction closed on January 31, 2020.

In March 2020, there was a global outbreak of COVID-19 (CoronaVirus) that has resulted in changes in global supply of certain products. The pandemic is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our supply chain partners, our employees and customers, customer sentiment in general, and traffic within shopping centers, and, where applicable, malls, containing our stores. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine are continuing to increase, which has already affected, and may continue to affect, traffic to our stores. As of March 31, 2020, Vintage Stock has closed all of its retail locations in response to the crisis. Vintage expects to reopen its retail locations as soon as possible while maintaining compliance with government mandates. We are unable to predict when stores will reopen or if additional periods of store closures will be needed or mandated. Continued impacts of the pandemic could materially adversely affect our near-term and long-term revenues, earnings, liquidity, and cash flows, and may require significant actions in response, including but not limited to, employee furloughs, reduced store hours, store closings, expense reductions or discounting of pricing of our products, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

On March 3, 2020, the Company executed a guaranty agreement to Crossroads to induce Crossroads to continue to extend financial accommodations and consent to use of cash collateral to ApplianceSmart. The amount of the guaranty is $1,200. The guaranty terminates at such time as ApplianceSmart has paid in full all amounts owed by it to Crossroads. The Company ~~expects~~evaluated subsequent events through the ~~guaranty to continue in effect until August 2021.~~

~~During February 2020, Marquis entered into equipment loan #7 with BofA. Equipment loan #7 is $5,000, secured by equipment. The equipment loan #7 is due February 2027, payable in 83 monthly payments~~date of ~~$58 beginning March 24, 2020, with~~this Quarterly Report noting only the ~~final payment of $809, bearing interest at 3.2% per annum.~~

~~During the three months ended March 31, 2020, ApplianceSmart closed two additional retail locations. As of March 31, 2020, ApplianceSmart has one operating retail location in Columbus, Ohio.~~

During April 2020, the Company entered into an unsecured revolving line of credit promissory note whereby the ICF agreed to provide the Company with a $1,000 revolving credit facility (the “Unsecured Revolving Credit Facility”). The Unsecured Revolving Credit Facility bears interest at 10.0% per annum and provides for the payment of interest monthly in arrears and matures April 2023.following:

During January 2021, the Company paid the Comvest loan in full and terminated the loan agreement.

~~On April 9, 2020, Vintage Stock (the “Borrower”) entered into a Limited Waiver~~Precision PPP Loan

During February 2021, Precision received notice that its $1,382 payroll protection program loan has been forgiven and Second Amendment (the “Limited Waiver and Second Amendment”) to Amended and Restated Credit Agreement (the “Credit Agreement”), Second Amendment to Amended and Restated Management Fee Subordination Agreement (the “Management Fee Subordination Agreement”) and First Amendment to Limited Guaranty (the “Guaranty”), with Comvest.no amounts are owed.

The Limited Waiver and Second Amendment, among other things (i) waives, and in certain instances conditionally waives, certain events of default that occurred under the Credit Agreement, (ii) confirms that the loan under the Credit Agreement will bear interest at an interest rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 8.75% for the calendar months May, June, July, and August 2020, and that the applicable margin will reset on September 1, 2020 and be based on the senior leverage ratio pricing grid for the fiscal quarter ending June 30, 2020, (iii) provides that the parties will negotiate in good faith a resetSeries Be Preferred Warrants

All of the ~~financial covenants~~Series B Preferred Warrants were exercised by September 15, 2020, provided that any changes to such financial covenants shall not be more restrictive on the Borrower than those in effect prior to the date of the Limited Waiver and Second Amendment, (iv) extends the due date of the July 1, 2020 amortization payment from July 1, 2020 to no later than August 1, 2020, (v) provides that any and all mandatory prepayments arising from any voluntary act of the Borrower are subject to a prepayment premium of the principal amount prepaid plus a make-whole amount to 1.00% if the mandatory prepayment is made on or before June 7, 2021, (vi) does not require the Company to make a contribution to the Borrower with respect certain payments to be made by the Borrower to a subordinated loan holder, (vii) modifies a condition precedent under which Vintage Stock is permitted to payment management fees to the Company by requiring certain amortization and excess cash flow payments that were previously waived to be paid prior to such management fees, and (viii) provides for the Company to make additional equity contributions by the Company to the Borrower. cashless exercise during January 2021.

~~On April 10, 2020, the Borrower entered into that certain Waiver and Agreement Regarding Availability Reserves (the “TCB Waiver”) with TCB. The TCB Waiver (i) waives, and in certain instances conditionally waives, certain financial covenant and other events of default that occurred under~~ the Loan Agreement dated November 3, 2016 between Borrower and TCB (the “TCB Loan Agreement”), and the events of default that occurred under the Limited Waiver and Second Amendment as described in the foregoing paragraph, (ii) waives any testing of the fixed charge coverage ratio under the TCB Loan Agreement through the June 30, 2020 testing date, and (iii) waives the implementation by TCB of “availability reserves” under the TCB Loan Agreement until the earlier of (w) May 31, 2020, (x) April 22 2020 unless the initial equity contribution contemplated by clause (viii) in the foregoing paragraph is made, (y) the date any default or event of default occurs under the TCB Loan Agreement, or (z) the date the Borrower fails to comply with any provision of the TCB Waiver, the Credit Agreement, or any other loan document contemplated by the Credit Agreement.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the three months ended December 31, ~~2019,~~2020, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”).

This Quarterly Report on Form 10-Q includes statements that constitute “forward-looking statements.” These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “intends,” “plans,” “expects,” or “anticipates,” and do not reflect historical facts.

Specific forward-looking statements contained in this portion of the ~~Annual~~Quarterly Report include, but are not limited to: (i) statements that are based on current projections and expectations about the markets in which we operate, (ii) statements about current projections and expectations of general economic conditions, (iii) statements about specific industry projections and expectations of economic activity, (iv) statements relating to our future operations, prospects, results, and performance, (v) statements ~~relating to~~about the Chapter 11 Case, (vi) statements that the cash on hand and additional cash generated from operations together with potential sources of cash through issuance of debt or equity will provide the Company with sufficient liquidity for the next 12 months, and (vii) statements that the outcome of pending legal proceedings will not have a material adverse effect on business, financial position and results of operations, cash flow or ~~liquidity, and (viii) the effect the Coronavirus crisis is having and will have on our business.~~liquidity.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results, future performance and capital requirements and cause them to materially differ from those contained in the forward-looking statements include those identified in our ~~2019~~2020 Form 10-K under Item 1A “Risk Factors”, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may generally affect our business, results of operations and financial position. Forward-looking statements speak only as of the date the statements were made. We do not undertake and specifically decline any obligation to update any forward-looking statements. Any information contained on our website www.liveventures.com or any other websites referenced in this Quarterly Report are not part of this Quarterly Report.

Live Ventures Incorporated is a holding company of diversified businesses, which, together with our subsidiaries, we refer to as the “Company”, “Live Ventures”, “we”, “us” or “our”. We acquire and operate ~~profitable~~ companies in various industries that have historically demonstrated a strong history of earnings power. We currently have three segments to our ~~business,~~business: Retail, Flooring Manufacturing, ~~Retail~~ and ~~Online, and Services.~~Steel Manufacturing.

Under the Live Ventures brand, we seek opportunities to acquire profitable and well-managed companies. We will work closely with consultants who will help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses.

Our principal offices are located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, our telephone number is (702) 939-0231, and our corporate website (which does not form part of this report Form 10-K) is located at www.liveventures.com. Our common stock trades on the ~~NASDAQ~~Nasdaq Capital Market under the symbol “LIVE”.

Our Manufacturing segment is composed of Marquis Affiliated Holdings LLC and wholly-owned subsidiaries (“Marquis”). Marquis is a leading carpet manufacturer and a manufacturer of innovative yarn products, as well as a reseller of hard surface flooring products. Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fibre category. We focus on the residential, niche commercial, and hospitality end-markets and serve over 2,000 customers.

Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service. Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’s state-of-the-art operations enable high quality products, unique customization, and exceptionally short lead-times. Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.

Our Retail ~~and Online~~ Segment is composed of Vintage Stock and ApplianceSmart.

Vintage Stock ~~Holdings LLC, Vintage Stock, V-Stock, Movie Trading Company and EntertainMart (collectively “Vintage Stock”)~~ is an award-winning specialty entertainment retailer offering a large selection of entertainment products including new and pre-owned movies, video games and music products, as well as ancillary products such as books, comics, toys and collectibles all available in a single location. With its integrated buy-sell-trade business model, Vintage Stock buys, sells and trades new and pre-owned movies, music, video games, electronics and collectibles through 62 retail locations strategically positioned across Arkansas, Colorado, Idaho, Illinois, Kansas, Missouri, New Mexico, Oklahoma, Texas and Utah. As of March 31, 2020, Vintage Stock has closed all of its retail locations in response to the crisis. Vintage expects to reopen its retail locations as soon as possible while maintaining compliance with government mandates.

~~At December 31, 2019, ApplianceSmart Affiliated Holdings LLC,~~ ApplianceSmart, Inc. ~~and ApplianceSmart Contracting, Inc~~ (collectively “ApplianceSmart”) ~~operated three stores: two in Minnesota and one Ohio. As of March 31, 2020, ApplianceSmart~~ operates one store in Ohio. ApplianceSmart is a ~~major~~ household appliance retailer with two product categories: one consisting of typical and commonly available, innovative appliances, and the other consisting of affordable value-priced, niche offerings such as close-outs, factory overruns, discontinued models, and special-buy appliances, including open box merchandise and others. ~~In addition to retailing household appliances, ApplianceSmart through ApplianceSmart Contracting Inc. provides household appliances to builders and developers in the Minnesota and Ohio markets.~~

On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, or Live Ventures itself. ApplianceSmart expects to continue to operate its business in the ordinary course of business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. ~~The~~In addition, the Company reserves its right to file a motion seeking authority to use cash collateral of the lenders under the reserve-based revolving credit facility. The case is being administrated under the caption In re: ApplianceSmart, Inc. (case number 19-13887). Court filings and other information related to the Chapter 11 Case are available at the PACER Case Locator website for those registered to do so or at the Courthouse located at One Bowling Green, Manhattan, New York 10004.

Marquis is a leading carpet manufacturer and distributor of carpet and hard surface flooring products. Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fiber category. We focus on the residential, niche commercial, and hospitality end-markets and serve thousands of customers.

Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service. Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’s state-of-the-art operations enable high quality products, unique customization, and exceptionally short lead-times. Furthermore, the Company ~~will continue~~has recently invested in additional capacity to ~~consolidate ApplianceSmart as ApplianceSmart remains under the control of management and not the Bankruptcy Court. ApplianceSmart maintains its ability to operate under the normal course~~grow several attractive lines of business, ~~throughout~~including printed carpet and yarn extrusion.

Our Steel Manufacturing segment is comprised of Precision Industries, Inc. (“Precision Marshall”).

Precision Marshall is the ~~bankruptcy proceedings.~~North American leader in providing and manufacturing pre-finished de-carb free tool and die steel. For over 70 years, Precision Marshall has served steel distributors through quick and accurate service. Precision Marshall has led the industry with exemplary availability and value-added processing that saves distributors time and processing costs.

Founded in 1948, Precision Marshall “The Deluxe Company” has built a reputation of high integrity, speed of service and doing things the “Deluxe Way”. The ~~Company will continu~~eterm Deluxe refers to ~~evaluate any triggering events that indicate~~all aspects of the product and customer service to be head and shoulders above the rest. From order entry to packaging and delivery, Precision Marshall makes it easy to do business and backs all products and service with a ~~loss~~guarantee.

Precision Marshall provides four key products to over 500 steel distributors in four product categories: Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod. With over 5,000 distinct size grade combinations in stock every day, Precision Marshall arms tool steel distributors with deep inventory availability and same day shipment to their place of ~~control that may result in deconsolidation.~~business or often ships direct to their customer saving time and handling.

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of these statements requires us to make judgments and estimates. Some accounting policies have a significant and material impact on amounts reported in these financial statements. Estimates and assumptions are based on management's experience and other information available prior to the issuance of our financial statements. Our actual realized results may differ materially from management’s initial estimates as reported. Our critical and significant accounting policies include Trade and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, Stock Based Compensation, Income Taxes, Segment Reporting and Concentrations of Credit Risk. For a summary of significant accounting policies and the means by which we develop estimates thereon, see (“Part 1,II, Item ~~1 of this 10-Q report~~8 – Financial Statements - Notes to unaudited condensed consolidated financial statements Note 2 – summary of significant accounting ~~policies), which are an integral component of this filing.~~policies in the Company’s 10-K report as filed on January 13, 2021.

In response to the above identified weaknesses in our internal control over financial reporting, we plan to work on documenting in writing our internal control policies and procedures and ~~implement sufficient segregation~~develop an internal testing plan to document our evaluation of ~~duties within our accounting functions, so that one person cannot initiate, authorize and execute transactions, and so that one person cannot record transactions in~~

effectiveness of the ~~accounting records without sufficient review by a separate person.~~internal controls. We ~~do not have a specific timeline within which we~~ expect to conclude these remediation initiatives ~~but do expect it to be an on-going process for~~during the ~~foreseeable future.~~fiscal year ended September 30, 2021. We continue to evaluate testing of our internal control policies and procedures, including assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will be completed.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

41This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.

Please refer to ‘‘Item 3. Legal Proceedings’’ in our Annual Report on Form 10-K for the year ended September 30, ~~2019~~2020 for information regarding material pending legal proceedings. ~~Except as set forth therein and below, there~~There have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.

On November 1, 2019, OIRE Minnesota, L.L.C. filed suit against ApplianceSmart in the Hennepin Court alleging, among other things, breach of contract and seeking damages in excess of $60,000. This matter was subsequently settled for an aggregate of $20 on February 18, 2020 in exchange for full mutual releases.

On July 22, 2019, Trustee Main/270, LLC (the “Reynoldsburg Landlord”) filed a lawsuit against ApplianceSmart and JanOne Inc. (formerly known as Appliance Recycling Centers of America, Inc.) (“JanOne”) in the Franklin County Common Pleas Court in Columbus, Ohio, alleging, with respect to ApplianceSmart, default under a lease agreement and, with respect to JanOne, guaranty of lease. The complaint sought damages of $1,530,000 attorney fees, and other charges. On or about September 27, 2019, the parties entered into a second lease modification agreement and ratification of agreement (the “Second Lease Modification Agreement”) whereby the Reynoldsburg Landlord restored ApplianceSmart’s access to the property. Pursuant to the terms of the Second Lease Modification Agreement, in exchange for such restored access, ApplianceSmart paid the Reynoldsburg Landlord $141,000 in partial satisfaction of past due rent and costs and the Reynoldsburg Landlord agreed to dismiss the lawsuit with prejudice. In addition, the Reynoldsburg Landlord agreed to reduced minimum annual rent for the remainder of the term and waived the rent due for October 2019, December 2019, and January 2020. In addition, JanOne ratified its guaranty under the lease.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ~~However, in light of the coronavirus pandemic,~~ ~~the Company provides the following additional risk factor, which supplements the risk factors previously disclosed by the Company in Part I, Item 1A, Risk Factors, of the 2019 10-K:~~

~~The recent~~ ~~coronavirus~~ ~~outbreak could have an adverse effect on our business.~~

~~Concerns are rapidly growing about the global outbreak of a novel strain of~~ ~~coronavirus~~ (~~COVID~~-19). The virus has spread rapidly across the globe, including the U.S. The pandemic is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our supply chain partners, our employees and customers, customer sentiment in general, and traffic within shopping centers, and, where applicable, malls, containing our stores. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine are continuing to increase, which has already affected, and may continue to affect, traffic to our stores. As of March 31, 2020, Vintage Stock has closed all of its stores in response to the crisis and may close additional stores as the crisis continues to spread. We are unable to predict when stores will reopen or if additional periods of store closures will be needed or mandated. Continued impacts of the pandemic could materially adversely affect our near-term and long-term revenues, earnings, liquidity, and cash flows, and may require significant actions in response, including but not limited to, employee furloughs, reduced store hours, store closings, expense reductions or discounting of pricing of our products, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

On February 20, 2018, the Company announced a $10 million common stock repurchase program. In October 2020, the Board approved an extension of the term of the repurchase plan from February 15, 2021 to June 1, 2021. Below are the purchases during the three months ended December 31, ~~2019:~~2020:

Period

Number
of Shares

Average
Purchase
Price Paid

Number of
Share
Purchases
as Part of
a Publicly
Announced
Plan or
Program

Maximum
Amount that
May be
Purchased
Under the
Announced
Plan or
Program

October 2019

6,737

$
8.45

6,737

$
8,753,141

November 2019

18,107

8.15

18,107

8,603,241

December 2019

16,855

7.88

16,855

8,468,310

41,699

41,699

Period	Number of Shares		Average Purchase Price Paid		Number of Share Purchases as Part of a Publicly Announced Plan or Program		Maximum Amount that May be Purchased Under the Announced Plan or Program
October 2020		16,489	$	10.51		16,489	$	8,384,250
November 2020		11,029		11.27		11,029		8,257,891
December 2020		6,408		11.49		6,408		8,183,301
		33,926				33,926

On April 9, 2020, Live Ventures Incorporated (the “Company”), entered into and delivered to Isaac Capital Group, LLC (the “Lender”), an unsecured revolving line of credit promissory note whereby the Lender agreed to provide the Company with a $1,000,000 revolving credit facility (the “Unsecured Revolving Credit Facility”). The Unsecured Revolving Credit Facility matures on April 8, 2023, bears interest at 10.0% per annum, and provides for the payment of interest monthly in arrears. ~~The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities.~~

As of January 29, 2020, the Lender is a record and beneficial owner of approximately 38.4% of the outstanding capital stock of the Company, and Jon Isaac, the Company’s President and Chief Executive Officer, and manager and sole member of the Lender, is a record and beneficial owner of approximately 45.9% of the outstanding capital stock of the Company.

The foregoing description of the Unsecured Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of the unsecured revolving line of credit promissory note, a copy of which is attached hereto as Exhibit 10.3 and is 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.~~

~~The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.~~

~~On April 10, 2020, the Company and Vintage Stock Affiliated Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), each subsidiaries of the Company, entered into a~~ Limited Waiver and Second Amendment (the “Limited Waiver and Second Amendment”) to Amended and Restated Credit Agreement (the “Credit Agreement”), Second Amendment to Amended and Restated Management Fee Subordination Agreement (the “Management Fee Subordination Agreement”) and First Amendment to Limited Guaranty (the “Guaranty”), with Comvest Capital IV, L.P. (“Comvest”) and the other parties thereto. The Limited Waiver and Second Amendment, among other things (i) waives, and in certain instances conditionally waives, certain financial covenant and other events of default that occurred under the Credit Agreement, (ii) confirms that the loan under the Credit Agreement will bear interest at an interest rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 8.75% for the calendar months May, June, July, and August 2020, and that the applicable margin will reset on September 1, 2020 and be based on the senior leverage ratio pricing grid for the fiscal quarter ending June 30, 2020, (iii) provides that the parties will negotiate in good faith a reset of the financial covenants contained in the Credit Agreement by September 15, 2020, provided that any changes to such financial covenants shall not be more restrictive on the Borrower than those in effect prior to the date of the Limited Waiver and Second Amendment, (iv) extends the due date of the July 1, 2020 amortization payment to no later than August 1, 2020, (v) provides that any and all mandatory prepayments arising from any voluntary act of the Borrower are subject to a prepayment premium of the principal amount prepaid plus a make-whole amount of 1.00% if the mandatory prepayment is made on or before June 7, 2021, (vi) eliminates the requirement that the Company to make contributions to the Borrower with respect certain payments to be made by the Borrower to a subordinated loan holder, (vii) modifies a condition precedent under which Vintage Stock is permitted to pay management fees to the Company by requiring certain amortization and excess cash flow payments that were previously waived to be paid prior to such management fees, and (viii) provides for the Company to make additional equity contributions by the Company to the Borrower.

~~On April 10, 2020, the Borrower entered into that certain Waiver and Agreement Regarding Availability Reserves (the “TCB Waiver”) with Texas Capital Bank, National Association (“TCB”). The TCB Waiver (i) waives, and in certain instances conditionally waives, certain financial covenant and other events of default that occurred under~~ the Loan Agreement dated November 3, 2016 between Borrower and TCB (the “TCB Loan Agreement”), and the events of default that occurred under the Limited Waiver and Second Amendment as described in the foregoing paragraph, (ii) waives any testing of the fixed charge coverage ratio under the TCB Loan Agreement through the June 30, 2020 testing date, and (iii) waives the implementation by TCB of “availability reserves” under the TCB Loan Agreement until the earlier of (w) May 31, 2020, (x) April 22, 2020 unless the initial equity contribution contemplated by clause (viii) in the foregoing paragraph is made, (y) the date any default or event of default occurs under the TCB Loan Agreement, or (z) the date the Borrower fails to comply with any provision of the TCB Waiver, the Credit Agreement, or any other loan document contemplated by the Credit Agreement.

The foregoing descriptions of the Limited Waiver and Second Amendment and TCB Waiver do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, copies of which are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.

The following exhibits are filed with or incorporated by reference into this Quarterly Report.

31.2*

~~Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 202~~

32.1*

~~Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

32.2*

~~Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

Ex. 101.INS*

~~XBRL Instance Document~~

Ex. 101.SCH*

~~XBRL Taxonomy Extension Schema Document~~

Ex. 101.CAL*

~~XBRL Taxonomy Extension Calculation Linkbase Document~~

Ex. 101.DEF*

~~XBRL Taxonomy Extension Definition Linkbase Document~~

Ex. 101.LAB*

~~XBRL Taxonomy Extension Label Linkbase Document~~

Ex. 101.PRE*

~~XBRL Taxonomy Extension Presentation Linkbase Document~~

Exhibit

Number

Exhibit Description

Form

File
Number

Exhibit
Number

Filing Date

3.1

Amended and Restated Articles of Incorporation

8-K

000-24217

3.1

08/15/07

3.2

Certificate of Change

8-K

001-333937

3.1

09/07/10

3.3

Certificate of Correction

8-K

001-333937

3.1

03/11/13

3.4

Certificate of Change

10-Q

001-333937

3.1

02/14/14

3.5

Articles of Merger

8-K

001-333937

3.1.4

10/08/15

3.6

Certificate of Change

8-K

001-333937

3.1.5

11/25/16

3.7

Certificate of Designation for Series B Convertible Preferred Stock filed with Secretary of State for the State of Nevada on December 23, 2016, and effective as of December 27, 2016

10-K

001-333937

3.1.6

12/29/16

3.8

Bylaws of Live Ventures Incorporated

10-Q

001-33937

3.8

08/14/18

31.1*

Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 202

31.2*

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 202

32.1*

Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Ex. 101.INS*

XBRL Instance Document

Ex. 101.SCH*

XBRL Taxonomy Extension Schema Document

Ex. 101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Ex. 101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Ex. 101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

Ex. 101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

Item 1.	Financial Statements	43

	Condensed Consolidated Balance Sheets as of December 31, ~~2019~~2020 (Unaudited) and September 30, ~~2019~~2020	43

	Condensed Consolidated Statements of Income (Unaudited) for the Three Months December 31, ~~2019~~2020 and ~~2018~~2019	54

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended December 31, ~~2019~~2020 and ~~2018~~2019	65

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended December 31, ~~2019~~2020 and ~~2018~~2019	76

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3323

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4030

Item 4.	Controls and Procedures	4030

	PART II

	OTHER INFORMATION	4231

Item 1.	Legal Proceedings	4231

Item 1A.	Risk Factors	4231

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4331

Item 3.	Defaults upon Senior Securities	4332

Item 4.	Mine Safety Disclosures	4332

Item 5.	Other Information	4332

Item 6.	Exhibits	4533

SIGNATURES		4734

Level	Fixed Charge Coverage Ratio	Base Rate Revolver			LIBOR Revolver
I	<1.20 to 1.00		1.25	%		2.25	%
II	>1.20 to 1.00 but <1.50 to 1.00		1.00	%		2.00	%
III	>1.50 to 1.00 but <1.75 to 1.00		0.75	%		1.75	%
IV	>1.75 to 1.00 but >2.00 to 1.00		0.50	%		1.50	%
V	>2.00 to 1.00		0.25	%		1.25	%

~~December 31, 2018~~		~~2.65 : 1.00~~
~~March 31, 2019~~		~~2.60 : 1.00~~
~~June 30, 2019~~		~~2.40 : 1.00~~
~~September 30, 2019~~		~~2.40 : 1.00~~
~~December 31, 2019~~		~~2.40 : 1.00~~
~~March 31, 2020~~		~~2.20 : 1.00~~
~~June 30, 2020~~		~~2.10 : 1.00~~
~~September 30, 2020~~		~~2.05 : 1.00~~
~~December 31, 2020~~		~~1.85 : 1.00~~
~~March 31, 2021~~		~~1.60 : 1.00~~
~~June 30, 2021 and thereafter~~		~~1.55 : 1.00~~

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

	As previously reported			Correction			As restated
Consolidated balance sheet as of December 31, 2019
Right of use asset - operating leases	$	18,684		$	593		$	19,277
Deferred taxes		4,743			(155	)		4,588
Total assets		136,181			438			136,619

Lease obligation short term - operating leases		7,359			(177	)		7,182
Lease obligation long term - operating leases		12,520			177			12,697
Total liabilities		101,556			—			101,556

Accumulated deficit		(26,808	)	438				(26,370	)
Total stockholders' equity		34,625			438			35,063

Consolidated statement of income for the three months ended December 31, 2019
Impairment charges	$	(1,207	)	$	593		$	(614	)
Provision for income taxes		195			155			350
Net income		547			438			985

~~June 30, 2018~~		~~1.30 : 1.00~~
~~September 30, 2018~~		~~1.30 : 1.00~~
~~December 31, 2018~~		~~1.30 : 1.00~~
~~March 31, 2019~~		~~1.10 : 1.00~~
~~June 30, 2019~~		~~1.30 : 1.00~~
~~September 30, 2019~~		~~1.30 : 1.00~~
~~December 31, 2019~~		~~1.30 : 1.00~~
~~March 31, 2020 and thereafter~~		~~1.40 : 1.00~~

Twelve months ending December 31,
2020	$	15,989
2021		5,831
2022		4,862
2023		15,800
2024		966
Thereafter		9,074
Total	$	52,522

	Three Months Ended December 31, 2020
Revenues	$	296
Cost of revenues		165
Gross profit		131

Operating expenses:
General and administrative expenses		208
Total operating expenses		208
Operating income		(77	)
Other (expense) income:
Interest expense, net		(46	)
Accounts payable settlement		44
Other income (expense)		279
Total other (expense) income, net		277
Income before provision for income taxes		200

	Three Months Ended December 31, 2019						Three Months Ended December 31, 2018						Three Months Ended December 31, 2020						Three Months Ended December 31, 2019
				% of Total Revenue						% of Total Revenue						% of Total Revenue						% of Total Revenue
Statement of Income Data:
Revenue	$	42,001			100.0	%	$	53,196			100.0	%	$	62,454			100.0	%	$	42,001			100.0	%
Cost of Revenue		25,375			60.4	%		33,859			63.6	%		40,185			64.3	%		25,375			60.4	%
Gross Profit		16,626			39.6	%		19,337			36.4	%		22,269			35.7	%		16,626			39.6	%
General and Administrative Expense		10,809			25.7	%		12,901			24.3	%		12,279			19.7	%		10,809			25.7	%
Selling and Marketing Expense		2,330			5.5	%		4,346			8.2	%		2,699			4.3	%		2,330			5.5	%
Operating Income		3,487			8.3	%		2,090			3.9	%		7,291			11.7	%		3,487			8.3	%
Interest Expense, net		(1,357	)		(3.2	)%		(1,653	)		(3.1	)%		(1,470	)		(2.4	)%		(1,357	)		(3.2	)%
Impairment charges		(614	)		-1.5	%		—			0.0	%		—			0.0	%		(1,207	)		-2.9	%
Gain on disposal of fixed assets														129			0.3	%		—			0.0	%
Other Income (expense)		(181	)		(0.4	)%		1,660			3.1	%		779			1.2	%		(181	)		(0.4	)%
Net Income before Income Taxes		1,335			3.2	%		2,097			3.9	%		6,729			10.8	%		742			1.8	%
Provision for Income Taxes		350			0.8	%		567			1.1	%		1,450			2.3	%		195			0.5	%
Net Income	$	985			2.3	%	$	1,530			2.9	%
Net Income before Income Taxes														5,279			8.5	%		547			1.3	%
Net loss attributable to non-controlling interest														134			0.2	%		—			0.0	%
Net income attributable to Live stockholders													$	5,413			8.7	%	$	547			1.3	%

	Three Months Ended December 31, 2019					Three Months Ended December 31, 2018
	Net Revenue		% of Total Revenue			Net Revenue		% of Total Total Revenue
Revenue
Used Movies, Music, Games and Other	$	10,415		24.8	%	$	11,258		21.2	%
New Movies, Music, Games and Other		9,660		23.0	%		10,388		19.5	%
Rentals, Concessions and Other		200		0.5	%		296		0.6	%
Retail Appliance		1,213		2.9	%		8,703		16.4	%
Carpets		13,360		31.8	%		14,290		26.9	%
Hard Surface Products		6,852		16.3	%		6,935		13.0	%
Synthetic Turf Products		155		0.4	%		1,157		2.2	%
Directory Services		146		0.3	%		169		0.3	%
Total Revenue	$	42,001		100.0	%	$	53,196		100.0	%

	Three Months Ended December 31, 2019					Three Months Ended December 31, 2018
	Gross Profit		Gross Profit %			Gross Profit		Gross Profit %
Gross Profit
Used Movies, Music, Games and Other	$	8,322		79.9	%	$	9,074		80.6	%
New Movies, Music, Games and Other		2,495		25.8	%		2,395		23.1	%
Rentals, Concessions and Other		77		38.6	%		197		66.6	%
Retail Appliance		227		18.7	%		1,911		22.0	%
Carpets		3,840		28.7	%		3,661		25.6	%
Hard Surface Products		1,444		21.1	%		1,747		25.2	%
Synthetic Turf Products		84		54.2	%		193		16.7	%
Directory Services		138		94.5	%		159		94.1	%
Total Gross Profit	$	16,626		39.6	%	$	19,337		36.4	%

	Three Months Ended December 31, 2019								Three Months Ended December 31, 2018									Three Months Ended December 31, 2020											Three Months Ended December 31, 2019
	Retail & Online		Manufacturing		Services		Total		Retail & Online			Manufacturing		Services		Total		Retail		Flooring Manufacturing		Steel Manufacturing		Corporate & Other			Total		Retail		Flooring Manufacturing		Steel Manufacturing		Corporate & Other			Total
Revenue	$	21,488	$	20,367	$	146	$	42,001	$	30,645		$	22,382	$	169	$	53,196	$	22,370	$	30,222	$	9,735	$	127		$	62,454	$	21,488	$	20,367	$	—	$	146		$	42,001
Cost of Revenue		10,368		14,999		8		25,375		17,068			16,781		10		33,859		10,323		21,897		7,959		6			40,185		10,368		14,999		—		8			25,375
Gross Profit		11,120		5,368		138		16,626		13,577			5,601		159		19,337		12,047		8,325		1,776		121			22,269		11,120		5,368		—		138			16,626
General and Administrative Expense		9,677		1,132		—		10,809		11,410			1,491		—		12,901		7,420		1,941		1,527		1,391			12,279		8,768		1,132		—		909			10,809
Selling and Marketing Expense		497		1,833		—		2,330		2,405			1,941		—		4,346		134		2,234		105		226			2,698		494		1,833		—		4			2,330
Operating Income (Loss)	$	946	$	2,403	$	138	$	3,487	$	(238	)	$	2,169	$	159	$	2,090	$	4,493	$	4,150	$	144	$	(1,496	)	$	7,291	$	1,859	$	2,403	$	—	$	(775	)	$	3,487

	Three Months Ended December 31, 2019 Segments in % of Revenue												Three Months Ended December 31, 2018 Segments in % of Revenue
	Retail & Online			Manufacturing			Services			Total			Retail & Online			Manufacturing			Services			Total
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of Revenue		48.2	%		73.6	%		5.5	%		60.4	%		55.7	%		75.0	%		5.9	%		63.6	%
Gross Profit		51.8	%		26.4	%		94.5	%		39.6	%		44.3	%		25.0	%		94.1	%		36.4	%
General and Administrative Expense		45.0	%		5.6	%		0.0	%		25.7	%		37.2	%		6.7	%		0.0	%		24.3	%
Selling and Marketing Expense		2.3	%		9.0	%		0.0	%		5.5	%		7.8	%		8.7	%		0.0	%		8.2	%
Operating Income (Loss)		4.4	%		11.8	%		94.5	%		8.3	%		-0.8	%		9.7	%		94.1	%		3.9	%

	Live Ventures Incorporated


Dated: ~~August 14, 2020~~February 16, 2021	/s/ Jon Isaac
	President and Chief Executive Officer
	(Principal Executive Officer)


Dated: ~~August 14, 2020~~February 16, 2021	/s/ Virland A. Johnson
	Chief Financial Officer
	(Principal Financial Officer)