Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 20, 2018, the Company announced a $10 million common stock repurchase program (“2018 Program”), which expired on June 1, 2024. During the three months ended June 30, 2024, the Company made the following repurchases under the 2018 Program:
Month Number of Shares Purchased Average Purchase Price Paid Number of Shares Purchased as Part of a Publicly Announced Plan or Program Maximum Amount that May be Purchased Under the Announced Plan or Program
April 2024 1,820 $ 25.26 1,820 $ 2,849,006
May 2024 16,336 $ 25.18 16,336 $ 2,437,737
Totals 18,156 $ 25.18 18,156 $ —
On June 4, 2024, the Company announced a $10 million common stock repurchase program (“2024 Program”), which will remain effective until May 31, 2025 unless extended, canceled, or modified by the Company’s Board of Directors.
ITEM 3. Defaults Upon Senior Securities
As of June 30, 2024, the Company concluded that PMW was in default of its Fixed Cost Coverage Ratio (“FCCR”) covenant, as specified in the credit agreement governing the Revolving Credit Facility. This default provides the creditor rights to accelerate and made immediately due the borrowings under the Revolving Credit Facility and Fifth Third M&E Loan. As such, as of June 30, 2024, PMW’s long-term debt balances, in the amount of approximately $15.1 million, have been reclassified to current liabilities. The Seller Financed Loans, entered into in connection with the acquisition of PMW, stipulate that payment of the Seller Financed Loans will be due and payable upon any event of default under the Revolving Credit Facility, and the Live Ventures Incorporated guarantee shall go into effect. Consequently, as of June 30, 2024, the balances on the Seller Financed Loans, in the amount of $2.5 million in the aggregate, have also been reclassified to current liabilities. As of the date of the filing of this 10-Q, Fifth Third Bank has not exercised these rights and management is actively working with Fifth Third Bank to resolve the default.
ITEM 4. Mine Safety Disclosures
None.
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