LIVE VENTURES INCORPORATED (Nasdaq:LIVE) (“Live Ventures,” or the
“Company”), a diversified holding company, today filed a Current
Report on Form 8-K/A (the “8-K/A”, “filing”) with the U.S.
Securities and Exchange Commission (SEC) providing the unaudited
pro forma combined financial statements for Live Ventures
Incorporated and Vintage Stock Inc. (“Vintage Stock”) as at
September 30, 2016 and for the 12 months ended September 30, 2016
and 2015. Detailed information is provided in the 8-K/A,
which is available on the SEC’s website at (www.sec.gov) and the
Company’s website at www.live-ventures.com in the investor
relations section.
Unaudited Combined Pro Forma Highlights Balance
Sheet as of September 30, 2016:
- Assets of $117.5 million
- Working capital of $24.6 million
Unaudited Combined Pro Forma Highlights
Statement of Operations for fiscal year ended September 30,
2016:
- Revenues of $144.4 million
- Gross profit of $57.5 million
- Operating income $14.4 million
- Net income $21.1 million
- These numbers do not reflect the results of eight new stores
that Vintage is bringing online in fiscal Q1
“As the unaudited pro forma combined information above and in
the 8-K/A suggests, Vintage Stock will have a positive material
impact on the financial position, results of operations, cash flows
and liquidity of Live Ventures. While we believe that the
historical financial performance of Vintage has been stellar, keep
in mind that the numbers in this 8-K/A do not reflect the results
of eight new stores that Vintage is bringing online in our fiscal
first quarter,” said Virland Johnson, CFO, Live Ventures
Incorporated. “We are very excited about Vintage Stock’s prospects
and growth in 2017 and beyond. We believe that Vintage will
be a significant contributor to revenue, profits and cash flows for
Live Ventures in the coming quarters.”
As previously disclosed, on November 3, 2016, Live Ventures
acquired Vintage Stock for cash consideration of approximately
$57.7 million. The Company financed the acquisition by
issuing debt and by providing $8 million in cash. Audited
Vintage Stock financial statements are included in the 8-K/A for
calendar years 2015, 2014, 2013 and 2012. Live Ventures’
consolidated financial statements can be found in its most recent
Annual Report on 10-K filed with the SEC on December 29,
2016. Unaudited information includes the September 30, 2016
balance sheet for Vintage Stock, and condensed statements of
operations for fiscal years ended September 30, 2016 and 2015.
Vintage Stock is a leading specialty entertainment
retailer. Since its founding in 1980, Vintage Stock has
established a strong reputation for being America’s largest
entertainment superstore. Vintage Stock offers 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. Vintage now has 57 stores strategically
positioned across Missouri, Texas, Oklahoma, Kansas, Colorado,
Illinois and Arkansas.
This press release contains unaudited pro forma information and
pro forma financial statements, which is provided for informational
and illustrative purposes and is preliminary, based on currently
available information, which we believe is reasonable, but may be
subject to change and differ materially from these
statements. This pro forma information does not purport to
project the future consolidated financial condition or results of
operations for the combined company.
About Live Ventures Incorporated Live Ventures
Incorporated is a diversified holding company with several wholly
owned subsidiaries and a strategic focus on acquiring profitable
companies that have demonstrated a strong history of earnings
power. Live Ventures Incorporated provides, among other
businesses, marketing solutions that boost customer awareness and
merchant visibility on the Internet. The Company operates a
deal engine, which is a service that connects merchants and
consumers via an innovative platform that uses geo-location,
enabling businesses to communicate real-time and instant offers to
nearby consumers. In addition, it maintains, through its
subsidiary, Modern Everyday, an online consumer products retailer
and, through its subsidiary, Marquis Industries, a specialty,
high-performance yarns manufacturer, hard-surfaces re-seller, which
is a top-10 high-end residential carpet manufacturer in the United
States. Marquis Industries, through its A-O Division,
utilizes its state-of-the-art yarn extrusion capacity to market
monofilament textured yarn products to the artificial turf
industry. Marquis is the only manufacturer in the world that
can produce certain types of yarn prized by the industry.
Most recently, the Company acquired Vintage Stock, Inc., an
award-winning entertainment featuring movies, classic and new video
games, music, collectible comics and toys, and the ability to
special order and ship product worldwide to the customer’s
doorstep. Vintage Stock is America’s largest entertainment
superstore chain.
In December, Live Ventures’s largest stockholder and a third
party that for years had provided a large, standby lending
arrangement, agreed to lock up all of their shares for five years
(through December 31, 2021). To ensure that lock-up
arrangement, they exchanged all of their shares for a series of
“common equivalent” preferred stock, which is not redeemable; has
no liquidation preference and virtually identical dividends (if any
are declared); has no board seats and votes with the common stock;
and is convertible back into common stock without any dilution
(based on its original exchange from common stock).
Accordingly, the Company’s common stock was reduced from
approximately 2.8 million to 2.0 million shares. Further, the
approximately 590,146 warrants that are owned by our largest
stockholder are also subject to the five-year lock up and have been
exchanged for the same series of “common equivalent” preferred
stock.
Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by such
words as “anticipates”, “believes”, “plan”, “assumes”, “could”,
“estimates”, “expects”, “intends”, “may”, “plans to”, “pro forma”,
“suggests”, “will” and similar expressions. Examples of these
forward-looking statements include pro forma combined condensed
financial information and statements as at December 31, 2016 and
for fiscal years ended September 30, 2016 and 2015,
respectively. These statements reflect our beliefs and
expectations as to future events, past events and trends affecting
our business, our consolidated financial position and our results
of operations, cash flows and liquidity. A variety of factors
may cause actual results to differ materially from these
expectations. For more extensive information, see “Risk
Factors” which appear in our most recent Annual report on Form
10-K, as filed with the Securities and Exchange Commission, and as
revised and updated by our quarterly reports on Form 10-Q and
current reports on Form 8-K. While we may elect to update
these forward looking statements at some point in the future, we
specifically disclaim any obligation to do so, whether as a result
of new information, future events, or otherwise.
Contact:
Live Ventures Incorporated
Tim Matula, investor relations
425-836-9035
tmatula@live-ventures.com
http://live-ventures.com
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