live-8k_20200406.htm

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, NV 89119

(Address of Principal Executive Offices and Zip Code)

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 (see General Instruction A.2. below):

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

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



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)

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).

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. ☐

In response to the impacts of COVID-19 on the business of Live Ventures Incorporated (the “Company”), the Company hereby provides the following business update.

As of the date of this Current Report on Form 8-K (this “Form 8-K”), Vintage Stock, Inc. (“Vintage Stock”), a subsidiary of the Company, has closed all 62 stores and laid off most of its employees. Vintage Stock has informed its landlords that it will not pay rent for April 2020 and plans to evaluate whether it will pay rent for future months based on how events surrounding the COVID-19 virus evolve, including government actions, declarations, and other orders, and any other government actions to financially assist retailers and landlords such as Vintage Stock. Vintage Stock continues to operate and serve its customers online at www.vintagestock.com.

As of the date of this Form 8-K, the business of Marquis Industries, Inc. and its affiliated entities (collectively, “Marquis”), a subsidiary of the Company, is continuing to operate on a scaled down basis to meet continuing demand and service its customers. Sales, administration, warehouse, distribution, and some manufacturing facilities remain open with temporarily reduced staffing. Marquis has agreed to file for unemployment benefits for employees who are temporarily furloughed during this time.

On April 6, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K includes certain disclosures which contain “forward-looking statements” within the meaning of the U.S. federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “subject to,” “expect” or similar expressions that concern the Company’s strategy, plans or intentions, including statements as to whether Vintage Stock will pay rent in moths after April 2020. Forward-looking statements are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from the Company’s expectations are set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as revised or supplemented by its subsequent quarterly reports on Form 10-Q or its subsequent current reports on Form 8-K, as well as any amendments thereto.

Exhibit

Number

Description

99.1

Press Release, dated April 6, 2020

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: President and Chief Executive Officer

LAS VEGAS, April 6, 2020 -- Live Ventures Incorporated (Nasdaq: LIVE), a diversified holding company, today provided a business update in response to the COVID-19 pandemic.

Vintage Stock has temporarily closed all of its retail stores and expects stores to remain closed until permitted to reopen by government authorities. Vintage Stock continues to operate and serve its customers online at www.vintagestock.com.

Marquis Industries, a national carpet manufacturer and hard surface flooring supplier, is continuing to operate on a scaled down basis to meet continuing demand and service its customers. Sales, administration, warehouse, distribution, and some manufacturing facilities remain open with temporarily reduced staffing. Marquis has agreed to file for unemployment benefits for employees who are temporarily furloughed during this time.

Jon Isaac, President and Chief Executive Officer of Live Ventures, commented, “We are following the guidance of global health professionals to ensure the health and wellbeing of our associates, customers, and communities. Our associates and customers are our main priority and our thoughts are with those affected by this situation.” Mr. Isaac continued, “As of April 3, 2020, we estimate we had total cash on hand and availability under our various lines of credit between $18 million - $20 million. Despite near-term uncertainties, we remain confident in the long-term potential of our business and we will continue to monitor the situation and respond accordingly.”

Live Ventures expects to publish its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2019 on or before April 10, 2020.

Live Ventures Incorporated, originally incorporated in 1968, 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. Through its subsidiary Marquis Industries, the company manufactures and sells residential and commercial carpets primarily in North America. Marquis Industries also designs, sources and sells hard-surface flooring. Through its subsidiary Vintage Stock, an award-winning entertainment retailer, the company sells new and pre-owned movies, classic and current generation video games and systems, music on CD & LP, collectible comics, books, toys, and more. Vintage Stock, through its stores and website, ships product worldwide directly to the customer's doorstep. Through its subsidiary ApplianceSmart, the company sells new major household appliances in the United States through a chain of company-owned retail stores operating under the name ApplianceSmart®.

The use of the word “company” or “Company” refers to Live Ventures Incorporated and its wholly-owned subsidiaries. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the company’s actual results. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Live Ventures may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (available at http://www.sec.gov). Live Ventures undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.