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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/13/21 Live Ventures Inc. 10-K 9/30/20 117:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.32M
2: EX-10.35 Material Contract HTML 58K
3: EX-10.45 Material Contract HTML 47K
4: EX-10.71 Material Contract HTML 35K
5: EX-10.72 Material Contract HTML 58K
6: EX-10.73 Material Contract HTML 38K
7: EX-10.77 Material Contract HTML 45K
8: EX-10.79 Material Contract HTML 40K
9: EX-10.80 Material Contract HTML 52K
10: EX-10.84 Material Contract HTML 45K
11: EX-14.1 Code of Ethics HTML 61K
12: EX-21.1 Subsidiaries List HTML 33K
13: EX-23.1 Consent of Expert or Counsel HTML 30K
14: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
24: R1 Document and Entity Information HTML 95K
25: R2 Consolidated Balance Sheets HTML 150K
26: R3 Consolidated Balance Sheets (Parenthetical) HTML 60K
27: R4 Consolidated Statements of Income (Loss) HTML 124K
28: R5 Consolidated Statements of Changes in HTML 69K
Stockholders' Equity
29: R6 Consolidated Statements of Cash Flows HTML 143K
30: R7 Background and Basis of Presentation HTML 40K
31: R8 Summary of Significant Accounting Policies HTML 84K
32: R9 Leases HTML 66K
33: R10 Acquisitions HTML 199K
34: R11 Balance Sheet Detail Information HTML 216K
35: R12 Intangibles HTML 49K
36: R13 Long-Term Debt HTML 288K
37: R14 Notes Payable, Related Parties HTML 84K
38: R15 Stockholders' Equity HTML 40K
39: R16 Warrants HTML 94K
40: R17 Stock-Based Compensation HTML 190K
41: R18 Income (Loss) Per Share HTML 99K
42: R19 Related Party Transactions HTML 44K
43: R20 Commitments and Contingencies HTML 135K
44: R21 Income Taxes HTML 177K
45: R22 Segment Reporting HTML 224K
46: R23 Subsequent Events HTML 34K
47: R24 Summary of Significant Accounting Policies HTML 146K
(Policies)
48: R25 Leases (Tables) HTML 63K
49: R26 Acquisitions (Tables) HTML 194K
50: R27 Balance Sheet Detail Information (Tables) HTML 215K
51: R28 Intangibles (Tables) HTML 48K
52: R29 Long-Term Debt (Tables) HTML 255K
53: R30 Notes Payable, Related Parties (Tables) HTML 77K
54: R31 Warrants (Tables) HTML 98K
55: R32 Stock-Based Compensation (Tables) HTML 193K
56: R33 Income (Loss) Per Share (Tables) HTML 96K
57: R34 Commitments and Contingencies (Tables) HTML 302K
58: R35 Income Taxes (Tables) HTML 177K
59: R36 Segment Reporting (Tables) HTML 220K
60: R37 Background and Basis of Presentation - Additional HTML 34K
Information (Details)
61: R38 Summary of Significant Accounting Policies - HTML 105K
Additional Information (Details)
62: R39 Leases - Additional Information (Details) HTML 63K
63: R40 Leases - Schedule of Right of Use Assets and Lease HTML 37K
Liabilities (Details)
64: R41 Leases - Schedule of Present Value of Future Lease HTML 50K
Payments (Details)
65: R42 Acquisitions - Additional Information (Detail) HTML 63K
66: R43 Acquisitions - Summary of Purchase Price HTML 87K
Allocation of Purchase of Acquired Identifiable
Assets, Liabilities Assumed and Goodwill and
Bargain Purchase Gain (Detail)
67: R44 Acquisitions - Summary of Assets Acquired and HTML 74K
Liabilities Assumed Within Fair Value Hierarchy
(Detail)
68: R45 Balance Sheet Detail Information - Schedule of HTML 139K
Balance Sheet Detail Information (Details)
69: R46 Balance sheet Detail Information - Additional HTML 42K
Information (Details)
70: R47 Intangibles - Additional Information (Details) HTML 37K
71: R48 Intangibles - Future Amortization Expense Related HTML 46K
to Intangible Assets (Details)
72: R49 Long Term Debt - Schedule of Long-term Debt HTML 90K
(Details)
73: R50 Long Term Debt - Schedule of Long-term Debt HTML 44K
(Parenthetical) (Details)
74: R51 Long Term Debt - Schedule of Future Maturities of HTML 51K
Long-term Debt (Details)
75: R52 Long-Term Debt - Bank of America Revolver Loan - HTML 74K
Additional Information (Details)
76: R53 Long-Term Debt - Schedule of Fixed Coverage Ratio HTML 57K
(Details)
77: R54 Long-Term Debt - Summary of Bank Revolver HTML 56K
(Details)
78: R55 Long-term Debt - Loan With Encina Business Credit, HTML 101K
LLC - Additional Information (Details)
79: R56 Long-Term Debt - Texas Capital Bank Revolver Loan HTML 71K
- Additional Information (Details)
80: R57 Long-Term Debt - Crossroads Revolver - Additional HTML 65K
Information (Details)
81: R58 Long-Term Debt - Comvest Term Loan - Additional HTML 96K
Information (Details)
82: R59 Long-Term Debt - Note Payable to the Sellers of HTML 43K
Vintage Stock - Additional Information (Details)
83: R60 Long-Term Debt - Equipment Loans - Additional HTML 75K
Information (Details)
84: R61 Long-Term Debt - Lonesome Oak Equipment Loan - HTML 45K
Additional Information (Details)
85: R62 Long-Term Debt - Note Payable to Store Capital HTML 52K
Acquisitions, LLC - Additional Information
(Details)
86: R63 Long-Term Debt - Marquis PPP Loan - Additional HTML 41K
Information (Details)
87: R64 Long-Term Debt - Precision PPP Loan - Additional HTML 41K
Information (Details)
88: R65 Notes Payable, Related Parties - Schedule of HTML 48K
Long-term Related Parties (Details)
89: R66 Notes Payable, Related Parties - Schedule of HTML 52K
Future Maturities of Notes (Details)
90: R67 Notes Payable, Related Parties - Additional HTML 85K
Information (Details)
91: R68 Stockholders' Equity - Additional Information HTML 74K
(Details)
92: R69 Warrants - Summary of Warrant Activity (Details) HTML 41K
93: R70 Warrants - Additional Information (Details) HTML 58K
94: R71 Warrants - Summary of Information Assuming HTML 41K
Warrants are Exercised and Exchanged for Common
Shares (Details)
95: R72 Warrants - Summary of Warrants Outstanding and HTML 47K
Exercisable (Details)
96: R73 Stock-Based Compensation - Summary of Stock Option HTML 58K
Activity (Details)
97: R74 Stock-Based Compensation - Additional Information HTML 39K
(Details)
98: R75 Stock-Based Compensation - Summary of Exercise HTML 79K
Price for Stock Options Outstanding and
Exercisable (Details)
99: R76 Stock-Based Compensation - Summary of Non-Vested HTML 44K
Shares (Details)
100: R77 Income (Loss) Per Share - Computation of Basic and HTML 83K
Diluted Net Income (Loss) per Share (Details)
101: R78 Income (Loss) Per Share - Additional Information HTML 33K
(Details)
102: R79 Related Party Transactions - Additional HTML 132K
Information (Details)
103: R80 Commitments and Contingencies - Additional HTML 103K
Information (Details)
104: R81 Commitments and Contingencies - Schedule of HTML 98K
Balance Sheet Detail Information (Details)
105: R82 Commitments and Contingencies - Summary of HTML 80K
Statement of Operations (Details)
106: R83 Commitments and Contingencies - Summary of HTML 38K
Warranty Reserve Activity (Details)
107: R84 Income Taxes - Reconciliation of Income Tax HTML 56K
Expense (Details)
108: R85 Income Taxes - Reconciliation between Effective HTML 53K
and Statutory Income Tax Rates (Details)
109: R86 Income Taxes - Schedule of Deferred Income Tax HTML 66K
Assets and Liabilities (Details)
110: R87 Income Taxes - Additional Information (Details) HTML 49K
111: R88 Segment Reporting - Additional Information HTML 33K
(Details)
112: R89 Segment Reporting - Summary of Segment Information HTML 53K
on Total Revenue (Details)
113: R90 Segment Reporting - Summary of Segment Information HTML 69K
(Details)
114: R91 Subsequent Events - Additional Information HTML 44K
(Details)
116: XML IDEA XML File -- Filing Summary XML 201K
115: EXCEL IDEA Workbook of Financial Reports XLSX 154K
18: EX-101.INS XBRL Instance -- live-20200930 XML 4.48M
20: EX-101.CAL XBRL Calculations -- live-20200930_cal XML 327K
21: EX-101.DEF XBRL Definitions -- live-20200930_def XML 1.42M
22: EX-101.LAB XBRL Labels -- live-20200930_lab XML 2.03M
23: EX-101.PRE XBRL Presentations -- live-20200930_pre XML 1.84M
19: EX-101.SCH XBRL Schema -- live-20200930 XSD 320K
117: ZIP XBRL Zipped Folder -- 0001564590-21-001106-xbrl Zip 284K
Exhibit 14.1
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Code of Ethics and Business Conduct
1.1 The Board of Directors (the “Board”) of Live Ventures Incorporated, a Nevada corporation (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:
(a)promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b)encourage the Company’s employees to act with integrity and do what is right;
(c)promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files or furnishes with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(d)promote compliance with applicable governmental laws, rules, and regulations;
(e)promote the protection of Company assets, including corporate opportunities and confidential information;
(f)promote fair dealing practices;
(h)ensure accountability for adherence to the Code.
1.2All directors, officers, and employees are required to be familiar with the Code, comply with its provisions (both in spirit and in letter), and report any suspected violations as described below in Section 10, Reporting and Enforcement. In addition, all of the Company’s contractors, consultants, and others who may be temporarily assigned to perform work or services for the Company to follow the Code in connection with their work for the Company.
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1.3This Code is in addition to, and not in lieu of, any employee handbook, compliance manual, and other policies and procedures that Live Ventures Incorporated or any of its subsidiaries shall establish.
2.1The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2Each director, officer, and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom he or she has contact in the course of performing his or her job.
3.1A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer, or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer, or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
3.2Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director, or executive officer, or their family members, are expressly prohibited. Loans by the Company to, or guarantees by the Company of obligations of, any other employee must be approved in advance by the Board of Directors or its designated committee.
3.3Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4 of this Code.
3.4Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from the Company’s Senior Vice President and General Counsel. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Company’s Senior Vice President and General Counsel with a written description of the activity and seeking the prior written approval from the Company’s Senior Vice President and General Counsel.
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3.5Concerns may also be reported (anonymously, if desired) via a third party organization called Lighthouse by calling toll-free 833-770-0040, or using their website: www.lighthouse-services.com/liveventures.
Subject to the charter of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) or other policy governing related party transactions, directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.
4.Compliance; Insider Trading.
4.1Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states, and countries in which the Company operates.
4.2Although not all employees, officers, and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.
4.3Trading in stocks or securities based on material non-public information, or providing material non-public information to others so that they may trade, is illegal and may result in criminal prosecution. “Material nonpublic information” is nonpublic information that would be reasonably likely to affect an investor’s decision to buy, sell or hold the securities of a company. Examples include a significant merger or acquisition involving the Company, the Company’s earnings or other financial results before they are announced, and a change in control of senior management of the Company. Many other matters may be material. If you are uncertain whether nonpublic information of which you are aware is material, consult Company legal counsel. Nonpublic information is any information that the Company has not disclosed or made generally available to the public, which may include information related to employees, inventions, contracts, strategic and business plans, major management changes, new product launches, mergers and acquisitions, technical specifications, pricing, proposals, financial data and product costs.
4.4Refer to the Company’s Statement of Company Policy Regarding Confidentiality and Insider Trading of Company Securities.
5.1The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.
5.2Each director, officer, and employee who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the
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Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.
5.3Each director, officer, and employee who is involved in the Company’s disclosure process must:
(a)be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and
(b)take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely, and understandable disclosure.
6.Protection and Proper Use of Company Assets.
6.1All directors, officers, and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited.
6.2All Company assets should be used only for legitimate business purposes, though incidental personal use is permitted. Use common sense. For example, the occasional personal call or e-mail from your workplace is acceptable. Excessive personal phone calls or e-mails is a misuse of assets.
6.3Any suspected incident of fraud or theft should be reported for investigation immediately.
6.4The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes, but is not limited to, intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
7.Corporate Opportunities. All directors, officers, and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers, and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers, and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.
8.Confidentiality. Directors, officers, and employees must maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers, partners, and other third parties, except when disclosure is expressly authorized or, after seeking a determination from the Company’s Senior Vice President and General Counsel, is required or permitted by law. Confidential information includes all non-public information (regardless of its
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source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners if disclosed.
9.Fair Dealing. Each director, officer, and employee must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer, or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.
10.1Reporting and Investigation of Violations.
(a)Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.
(b)Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Company’s Senior Vice President and General Counsel.
(c)After receiving a report of an alleged prohibited action, the Audit Committee or Senior Vice President and General Counsel, as the case may be, must promptly take all appropriate actions necessary to investigate.
(d)All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
(a)The Company must ensure prompt and consistent action against violations of this Code.
(b)If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.
(c)If, after investigating a report of an alleged prohibited action by any other person, the Senior Vice President, General Counsel determines that a violation of this Code has occurred, the Senior Vice President and General Counsel will report such determination to the President and Chief Executive Officer.
(d)Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the Senior Vice President and General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event
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of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
(a)Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.
(b)Any waiver for a director or an executive officer shall be disclosed as required by SEC and NASDAQ rules.
10.4Prohibition on Retaliation.
The Company does not tolerate acts of retaliation against any director, officer, or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code. If a director, officer, or employee believes he or she is being retaliated against, please contact the Company’s Senior Vice President & General Counsel.
11.Core Values. Our core values help us to make the right ethical decisions, often in the heat of a moment, when confronted with difficult decisions. In order our for our directors, officers and employees to implement our ethics daily, we will live by the following core values:
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12.Signature and Acknowledgement. All new employees must sign an acknowledgment form confirming that they have read the Code and agree to abide by its provisions. All employees will be required to make similar acknowledgements on a periodic basis. Failure to read the Code or sign the acknowledgement form does not excuse an employee from compliance with the Code.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/22/23 Live Ventures Inc. 10-K 9/30/23 126:14M Workiva Inc Wde… FA01/FA 12/16/22 Live Ventures Inc. 10-K 9/30/22 124:21M Donnelley … Solutions/FA 12/28/21 Live Ventures Inc. 10-K 9/30/21 122:21M Donnelley … Solutions/FA |
