LIVE VENTURES Inc 10-Q

Item 1. Financial Statements LIVE VENTURES INCORPORATED CONSOLIDATED BALANCE SHEETS (dollars in thousands) December 31, 2020 September 30, 2020 (Unaudited) Assets Cash $ 7,232 $ 8,984 Trade receivables, net 17,564 20,121 Inventories, net 64,739 64,525 Prepaid expenses and other current assets 1,305 1,778 Debtor in possession assets 326 520 Total current assets 91,166 95,928 Property and equipment, net 31,127 30,376 Right of use asset - operating leases 28,971 30,894 Deposits and other assets 590 223 Deferred taxes — 1,021 Intangible assets, net 956 1,063 Goodwill 37,754 37,754 Total assets $ 190,564 $ 197,259 Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 8,227 $ 9,117 Accrued liabilities 12,896 14,822 Income taxes payable 806 736 Lease obligation short term - operating leases 6,958 7,176 Current portion of long-term debt 12,066 11,986 Current portion of long-term debt related parties — 1,297 Debtor in possession liabilities 11,889 12,228 Total current liabilities 52,842 57,362 Long-term debt, net of current portion 57,961 63,390 Lease obligation long term - operating leases 26,503 28,101 Long-term debt related parties, net of current portion 4,000 4,000 Deferred tax liability 269 — Other non-current obligations 404 734 Total liabilities 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, 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 64,489 64,472 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 (11,016 ) (16,429 ) Equity attributable to Live stockholders 48,987 43,940 Noncontrolling interest (402 ) (268 ) Total stockholders' equity 48,585 43,672 Total liabilities and stockholders' equity $ 190,564 $ 197,259 The accompanying notes are an integral part of these condensed consolidated financial statements 3 LIVE VENTURES, INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (dollars in thousands, except per share) Three Months Ended December 31, 2020 2019 Revenues $ 62,454 $ 42,001 Cost of revenues 40,185 25,375 Gross profit 22,269 16,626 Operating expenses: General and administrative expenses 12,279 10,809 Sales and marketing expenses 2,699 2,330 Total operating expenses 14,978 13,139 Operating income 7,291 3,487 Other (expense) income: Interest expense, net (1,470 ) (1,357 ) Impairment charges — (1,207 ) Gain on disposal of fixed assets 129 — Other income (expense) 779 (181 ) Total other (expense) income, net (562 ) (2,745 ) Income before provision for income taxes 6,729 742 Provision for income taxes 1,450 195 Net income 5,279 547 Net loss attributable to non-controlling interest 134 — Net income attributable to Live stockholders $ 5,413 $ 547 Income per share: Basic $ 3.45 $ 0.30 Diluted $ 1.63 $ 0.15 Weighted average common shares outstanding: Basic 1,568,213 1,806,746 Diluted 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 4 LIVE VENTURES INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Three Months Ended December 31, 2020 2019 OPERATING ACTIVITIES: Net income $ 5,279 $ 547 Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: Depreciation and amortization 1,714 1,085 Impairment charges — 1,207 Gain on disposal of property and equipment (129 ) 47 Amortization of debt issuance cost 266 108 Stock based compensation expense 17 29 Warrant extension fair value adjustment — 266 Change in deferred rent — 370 Change in reserve for uncollectible accounts 658 415 Change in reserve for obsolete inventory 590 (170 ) Change in deferred income taxes 1,290 126 Change in other (344 ) 103 Changes in assets and liabilities: Trade receivables 1,909 1,929 Inventories (716 ) 439 Income taxes receivable 70 74 Prepaid expenses and other current assets 478 290 Deposits and other assets (366 ) 9 Right-of-use assets 1,923 1,628 Accounts payable (898 ) (2,182 ) Accrued liabilities (2,256 ) (2,020 ) Lease liabilities (1,817 ) (1,301 ) Net cash provided by operating activities 7,668 2,999 INVESTING ACTIVITIES: Purchase of intangible assets — (4 ) Purchase of property and equipment (3,258 ) (641 ) Net cash provided by (used in) investing activities (3,258 ) (645 ) FINANCING ACTIVITIES: Net borrowings (payments) under revolver loans (3,289 ) (972 ) Proceeds from issuance of notes payable 2,130 — Purchase of common treasury stock (383 ) (343 ) Debtor in possession - cash 92 (173 ) Payments on long-term debt (4,712 ) (2,042 ) Net cash used in financing activities (6,162 ) (3,533 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,752 ) (1,179 ) CASH AND CASH EQUIVALENTS, beginning of period 8,984 2,681 CASH AND CASH EQUIVALENTS, end of period $ 7,232 $ 1,502 Supplemental cash flow disclosures: Interest paid $ 1,223 $ 1,187 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 5 LIVE VENTURES INCORPORATED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (dollars in thousands) 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 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 — — — — — — — — — 547 547 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 6 LIVE VENTURES INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019 (dollars in thousands, except per share) Note 1: Background and Basis of Presentation 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 and Steel Manufacturing. Included in the 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 and (ii) ApplianceSmart, Inc. (“ApplianceSmart”), the Company is engaged in the sale of new major appliances through a retail store. Included in 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, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2021. This financial information should be read in conjunction with the consolidated financial statements and related notes thereto as of September 30, 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 January 13, 2021 (the “2020 10-K”). Going concern 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. Coronavirus 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 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 is not aware of currently. 7 Note 2: Summary of Significant Accounting Policies Principles of Consolidation 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. 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. Use of Estimates 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 . Reclassifications Certain amounts in the prior year have been reclassifies to confirm to the current year presentation. Recently Issued Accounting Pronouncements 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. 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 FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 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 . In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures . Note 3: Leases The Company leases retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 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, they 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 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. 8 The weighted average remaining lease term is 9.2 years . Our weighted average discount rate is 6.9 %. Total cash payments for the three months ended December 31, 2020 was $ 2,178 . We did not enter into any new leases during the three months ended December 31, 2020 . The following table details our right of use assets and lease liabilities as of December 31, 2020 and September 30, 2020: December 31, 2020 September 30, 2020 Right of use asset - operating leases $ 28,971 $ 30,894 Operating lease liabilities: Current 6,958 7,176 Long term 26,503 28,101 Total present value of future lease payments as of December 31, 2020: Twelve months ended December 31, 2021 $ 8,731 2022 6,871 2023 4,879 2024 3,953 2025 2,946 Thereafter 13,660 Total 41,040 Less implied interest (7,579 ) Present value of payments $ 33,461 During the three months ended December 31, 2019, the Company incurred $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. 9 Note 4: Balance Sheet Detail Information December 31, 2020 September 30, 2020 Trade receivables, current, net: Accounts receivable, current $ 17,626 $ 20,197 Less: Reserve for doubtful accounts (62 ) (76 ) $ 17,564 $ 20,121 Trade receivables , long term, net: Accounts receivable, long term $ — $ 196 Less: Reserve for doubtful accounts — (196 ) $ — $ — Total trade receivables, net: Gross trade receivables $ 17,626 $ 20,393 Less: Reserve for doubtful accounts (62 ) (272 ) $ 17,564 $ 20,121 Inventory, net Raw materials $ 12,930 $ 13,175 Work in progress 11,031 11,747 Finished goods 26,474 25,009 Merchandise 16,891 17,729 67,326 67,660 Less: Inventory reserves (2,587 ) (3,135 ) $ 64,739 $ 64,525 Property and equipment, net: Building and improvements $ 11,405 $ 9,908 Transportation equipment 122 480 Machinery and equipment 29,719 27,217 Furnishings, fixtures, office equipment and other 6,749 6,353 47,994 43,958 Less: Accumulated depreciation (16,868 ) (13,582 ) $ 31,127 $ 30,376 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Customer relationship intangibles 2,689 2,689 Purchased software 121 121 2,900 2,900 Less: Accumulated amortization (1,944 ) (1,837 ) $ 956 $ 1,063 Accrued liabilities: Accrued payroll $ 2,691 $ 4,178 Accrued sales and use taxes 1,574 1,251 Accrued property and other tax 208 270 Accrued gift card and escheatment liability 1,683 1,534 Accrued interest payable 393 280 Accrued bank fees and overdrafts 514 2,631 Accrued professional fees 5,102 3,378 Customer deposits 35 169 Accrued expenses - other 695 1,131 $ 12,896 $ 14,822 10 Note 5: Long Term Debt Long-term debt as of December 31, 2020 and September 30, 2020 consisted of the following: 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: Twelve months ending December 31, 2021 $ 12,066 2022 12,523 2023 33,544 2024 2,256 2025 3,353 Thereafter 11,782 Total $ 75,524 Bank of America Revolver Loan On July 6, 2015 (amended most recently January 31, 2020, July 6, 2020 and September 28, 2020), Marquis entered into a $25,000 revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“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. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. 11 The following tables summarize the BofA Revolver for the three months ended December 31, 2020 and 2019 and as of December 31, 2020 and September 30, 2020: During the three months ended December 31, 2020 2019 Cumulative borrowing during the period $ 33,126 $ 24,344 Cumulative repayment during the period 35,790 23,817 Maximum borrowed during the period 11,347 2,083 Weighted average interest for the period 0.00 % 3.66 % December 31, 2020 September 30, 2020 Total availability $ 24,924 $ 21,732 Total outstanding — — Loans with Encina Business Credit, LLC On July 14, 2020, Precision entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC, as Agent (the “Agent”). The 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 $14,000 and declines to $12,000 during the term of the Loan Agreement, minus (c) customary reserves. The following tables summarize the Encina Revolver Loans for the for the three months ended December 31, 2020 and 2019 and as of December 31, 2020 and September 30, 2020: During the three months ended December 31, 2020 2019 Cumulative borrowing during the period $ 8,431 $ — Cumulative repayment during the period 10,084 — Maximum borrowed during the period 1,000 — Weighted average interest for the period 6.50 % 0.00 % December 31, 2020 September 30, 2020 Total availability $ 588 $ 421 Total outstanding 13,233 14,886 Texas Capital Bank Revolver Loan 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 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, 2023. The following tables summarize the TCB Revolver for the three months ended December 31, 2020 and 2019 and as of December 31, 2020 and September 30, 2020: During the three months ended December 31, 2020 2019 Cumulative borrowing during the period $ 20,700 $ 18,626 Cumulative repayment during the period 22,281 19,709 Maximum borrowed during the period 8,930 11,798 Weighted average interest for the period 2.40 % 4.13 % December 31, 2020 September 30, 2020 Total availability $ 6,466 $ 5,520 Total outstanding 5,534 7,115 12 Crossroads Revolver 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. The Crossroads Revolver matures on March 15, 2021. 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. In addition, certain executive officers of the Borrower have agreed to provide validity guarantees. 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 11 for a complete discussion. Note payable to JCM Holdings During October 2020, Marquis purchased a manufacturing facility for $2,500. Marquis had previously been leasing this facility. Additionally, Marquis entered into a $2,000 loan agreement with the seller of the facility, which is secured by the facility, in order to complete the purchase of the facility. The loan bears interest at 6% due monthly and matures January 2030. Loan Covenant Compliance We were in compliance as of December 31, 2020 with all covenants under our existing revolving and other loan agreements, with the exception of covenants related to the Crossroads Revolver. Note 6 : Stockholders’ Equity Series E Convertible Preferred Stock As of December 31, 2020, and September 30, 2020, there were 47,840 and 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. Treasury Stock For the three months ended December 31, 2020 and 2019, the Company purchased 33,926 and 41,699 shares, respectively, of its common stock on the open market for $383 and $343, respectively. Note 7 : Warrants 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, 2020. The following table summarizes information about the Company’s warrants at December 31, 2020 and September 30, 2020, respectively: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2020 118,029 $ 20.80 1.35 $ — Outstanding and Exercisable at December 31, 2020 118,029 $ 20.80 1.10 $ — 13 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: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2020 590,147 $ 4.16 1.35 $ 2,820 Outstanding and Exercisable at December 31, 2020 590,147 $ 4.16 1.10 $ 4,874 The exercise price for the Series B Convertible Preferred Stock warrants outstanding and exercisable at December 31, 2020 and September 30, 2020, are as follows: Series B Convertible Preferred Outstanding and Exercisable Number of Warrants Exercise Price 54,396 $ 16.60 17,857 16.80 12,383 24.30 33,393 28.50 118,029 All of the warrants were exercised for shares of Series B Convertible Preferred Stock using a cashless exercise method during January 2021. Note 8 : Stock-Based Compensation 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, 2020 and the three months ended December 31, 2020: 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 14 The Company recognized compensation expense of $17 and $29 during the three months ended December 31, 2020 and 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, 2020, the Company has $43 of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the company expects to recognize as compensation expense through October of 2022. The exercise price for stock options outstanding and exercisable outstanding at December 31, 2020 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 25,000 10.00 25,000 10.00 16,668 10.86 16,668 10.86 6,250 12.50 6,250 12.50 6,250 15.00 6,250 15.00 25,000 15.18 25,000 15.18 8,000 23.41 8,000 23.41 8,000 27.60 8,000 27.60 8,000 31.74 8,000 31.74 8,000 36.50 — — 8,000 41.98 — — 119,168 103,168 The following table summarizes information about the Company’s non-vested shares outstanding as of December 31, 2020 and September 30, 2020: Non-vested Shares Number of Shares Average Grant-Date Fair Value Non-vested at September 30, 2020 24,167 $ 33.10 Vested (8,167 ) $ 14.15 Non-vested at December 31, 2020 16,000 $ 39.24 Note 9 : Earnings Per Share 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. 15 The following table presents the computation of basic and diluted net earnings per share: Three Months Ended December 31, 2020 2019 Basic Net income $ 5,413 $ 547 — — Net income applicable to common stock $ 5,413 $ 547 Weighted average common shares outstanding 1,568,213 1,806,746 Basic income per share $ 3.45 $ 0.30 Diluted Net income applicable to common stock $ 5,413 $ 547 Add: preferred stock dividends — — Net income applicable for diluted earnings per share $ 5,413 $ 547 Weighted average common shares outstanding 1,568,213 1,806,746 Add: Options 41,668 25,000 Add: Series B Preferred Stock 1,071,220 1,071,220 Add: Series B Preferred Stock Warrants 590,147 590,147 Add: Series E Preferred Stock 47,480 47,840 Assumed weighted average common shares outstanding 3,318,728 3,540,953 Diluted income per share $ 1.63 $ 0.15 There are 77,500 and 175,418 common stock options that are anti-dilutive that are not included in the three months ended December 31, 2020 and 2019, diluted earnings per share computations, respectively. Note 1 0 : Related Party Transactions Isaac Capital Fund and Capital Group LLC As of 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. ICG Term Loan During 2015, Marquis entered into a mezzanine loan in the amount of up to $7,000 (the “ICF Loan”) with 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 ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5% Interest is payable in arrears on the last day of each month, commencing July 31, 2020. As of December 31, 2020, and September 30, 2020, there was $2,000 outstanding on this loan. ICG Revolving Promissory Note On April 9, 2020, the 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, 2020, the Company has not drawn on the revolving promissory note. Series B Preferred Warrants The warrants, discussed in Note 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 periods immediately prior to such expiration. All of these warrants were exercised by cashless exercise during January 2021. 16 JanOne Inc. Lease agreement 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. Note payable On December 30, 2017, 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 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 . 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. 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 11 for a complete discussion. Other Note Payable to the Sellers of Vintage Stock In connection with the 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 Vintage Stock. Spriggs Promissory Note 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 Spriggs Loan matures on July 10, 2022 and bears simple interest at a rate of 10.0% per annum. Interest is payable in arrears on the last day of each month, 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 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 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 a loan of this type. The Spriggs Loan was guaranteed by Jon Isaac, Live Ventures’ President and Chief Executive Officer, and by ICG. . 17 Note 1 1 : Commitments and Contingencies Litigation SEC Investigation 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 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 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 on October 26, 2018. The Company is cooperating with the SEC in its inquiry. ApplianceSmart Bankruptcy and Other ApplianceSmart Litigation Matters 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. 18 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. December 31, 2020 (Unaudited) Assets Cash $ 42 Inventories, net 284 Total debtor in possession assets 326 Right of use asset - operating leases 691 Total assets $ 1,017 Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 5,935 Accrued liabilities 3,128 Notes payable related parties, including current portion 2,826 Total debtor in possession liabilities 11,889 Accounts payable 42 Accrued liabilities 818 Lease obligation long term - operating leases 699 Crossroads Financial Revolver Loan 828 Taxes payable 886 Other non-current obligations Total liabilities 15,162 Stockholders' equity: Intercompany 1,350 Accumulated deficit (15,495 ) Total stockholders' equity (14,145 ) Total liabilities and stockholders' equity $ 1,017 ApplianceSmart’s statement of operations for the period of October 1, 2020 through December 31, 2020 is below: 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 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. 19 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 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. 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. Generally 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. Operating Leases and Service Contracts The Company leases its office, retail and 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 estimated remaining lease payments and early termination charges, as applicable, of $724. As of December 31,2020, this amount has been reduced to $405. Warranties 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, 2020: Beginning balance, September 30, 2020 $ 206 Warranties issued/accrued — Warranty settlements (31 ) Ending balance, December 31, 2020 $ 175 Other During 2020, Marquis entered into a $1,100 agreement to install heating, ventilation and air conditioning in one of its manufacturing facilities. 20 Note 1 2 : Segment Reporting The Company operates in three segments which are characterized as: (1) Retail, (2) Flooring Manufacturing, and (3) Steel Manufacturing. The Retail segment consists of Vintage Stock and ApplianceSmart, the Flooring Manufacturing Segment consists of Marquis and the Steel Manufacturing Segment consists of Precision Marshall. The following tables summarize segment information for the three months ended December 31, 2020 and 2019: 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 . . 21 N ote 1 3 : Subsequent Events The Company evaluated subsequent events through the date of this Quarterly Report noting only the following: Comvest Loan During January 2021, the Company paid the Comvest loan in full and terminated the loan agreement. Precision PPP Loan During February 2021, Precision received notice that its $1,382 payroll protection program loan has been forgiven and no amounts are owed. Series Be Preferred Warrants All of the Series B Preferred Warrants were exercised by cashless exercise during January 2021. 22