8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 25, 2022

Live Ventures Incorporated

(Exact name of Registrant as Specified in Its Charter)

Nevada	001-33937	85-0206668
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada		89119
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 997-5968

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On April 25, 2022, Live Ventures Incorporated (the “Company,” “us”, or “we”) made available an “Investor Relations Fact Sheet” on its website. Also, commencing April 25, 2022, we anticipate that we may contact various third parties to discuss the Company and its historical information and its prospects, all as disclosed in our various publicly available filings with the Securities and Exchange Commission and in our press releases, which filings and releases are also available on our website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Live Ventures Investor Relations Fact Sheet
99.2	Live Ventures Adjusted EBITDA Calculation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVE VENTURES INCORPORATED
By:	/s/ Jon Isaac
	Name: Jon Isaac
	Title: Chief Executive Officer

Dated: April 27, 2022

EX-99.1

Exhibit 99.1

   

Live Ventures Incorporated

Investor Relations Fact Sheet

Company Overview

Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures”) is a growing, diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures’ acquisition strategy is sector agnostic and focuses on well-run, closely held businesses with a demonstrated track record of earnings growth and cash flow generation.

Live Ventures looks for opportunities to partner with the management teams of its acquired businesses to build increased shareholder value through a disciplined buy-build-hold long-term focused strategy. From the moment Live Ventures takes ownership, it looks for opportunities to invest in the acquired entity to drive growth and increase shareholder value.

Live Ventures was founded in 1968. In late 2011 Jon Isaac, CEO and strategic investor took over the company and in 2015, refocused it into a diversified holding company. Its current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, entertainment, and financial services industries.

For the twelve months ended December 31, 2021, revenues were $286 million and adjusted EBITDA was $47 million. As of December 31, 2021, the company had total assets of $219 million and shareholders’ equity of $82 million.

Key Investment Highlights

Acquisition Strategy

•Experienced acquirer and manager of middle-market companies •Track record of growth and building shareholder value through excellence in operations and disciplined capital allocation •Patient capital with a long-term investment focus •Diversified capital allocation strategy •Highly invested management team: Compensation structure aligned with shareholders •Liquid alternative to investing in middle-market private equity

•Target companies with annual earnings between $5 and $50 million •Closely held or family-founded businesses with a strong culture and management team that is looking to continue operating the business •Companies with a defensible market position and track record of stable earnings and cash flow •Companies in need of new ownership and outside capital to support growth, both organically and through acquisitions

 

Return on Equity2 FY 2021 Revenue by Segment

Exhibit 99.1

 

¹ LTM ending December 31, 2021

² Return on Equity is calculated by dividing net income by shareholders’ equity

*For complete financial performance information please see the Company’s periodic reports as filed with the U.S. Securities and Exchange Commission (“SEC”). The

Company’s SEC filings can be found here: https://ir.liveventures.com/all-sec-filings

Recent Financial Performance

 

Operating Businesses

 

Exhibit 99.1

	Marquis Industries is a leading carpet manufacturer and manufacturer of innovative yarn products and a reseller of hard-surface flooring products. Operating one of the most advanced carpet mills in the industry, Marquis Industries designs, manufactures, sources, and distributes hard and soft floor covering for the residential and commercial markets.
	Vintage Stock is an award-winning specialty entertainment retailer with 65 stores and 5 additional stores in development across the Midwest and Southwest. Vintage Stock offers a large selection of entertainment products, including new and pre-owned movies, video games, music products, and additional products, such as books, comics, toys, and collectibles. Vintage Stock has an innovative buy-trade-sell model that rewards its customers with a unique value proposition.
	Precision Marshall is a North American leader in providing and manufacturing premium pre-finished de-carb-free tool and die steel. Precision Marshall has led the industry with exemplary availability and value-added processing that saves distributors time and processing costs.
	SW Financial is a licensed broker-dealer and investment bank that offers clients a broad range of products and services, including broker retailing of corporate equity and debt securities, private placement of securities, corporate finance consulting regarding mergers and acquisitions, broker selling of variable life insurance or annuities, and broker retailing of U.S. government and municipal securities.

Leadership Jon Isaac President and CEO Eric Althofer Chief Operating Officer David Verret Chief Financial Officer

Contact Information	Greg Powell Director of Investor Relations __________ gpowell@live-ventures.com 725.500.5597	Live Ventures Incorporated 325 E. Warm Springs Rd., Suite 102 Las Vegas, NV 89119	www.liveventures.com
	© 2022 Live Ventures Incorporated

EX-99.2

Exhibit 99.2

Adjusted EBITDA

Reconciliation of Net income to

total Adjusted EBITDA

Last 12 Months Ended December 31, 2021

(amounts in thousands)

Net Income	$ 32,287
Depreciation and Amortization	6,627
Stock-based compensation	491
Interest expense, net	4,752
Income tax expense	10,172
Gain on Bankruptcy Settlement	(1,710)
Gain on Payroll Protection loan forgiveness	(6,150)
Non-recurring cash expenses	272
Adjusted EBITDA	$ 46,741

XML

Document And Entity Information	Apr. 25, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 25, 2022
Entity Registrant Name	LIVE VENTURES Inc
Entity Central Index Key	0001045742
Entity Emerging Growth Company	false
Entity File Number	001-33937
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	85-0206668
Entity Address, Address Line One	325 E. Warm Springs Road, Suite 102
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	(702)
Local Phone Number	997-5968
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	LIVE
Security Exchange Name	NASDAQ