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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 10.45
FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of SEPTEMBER 24, 2019, between TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (“Lender”), and VINTAGE STOCK, INC., a Missouri corporation (“Borrower”).
A.Whereas, Lender and Borrower are parties to a LOAN AGREEMENT dated as of NOVEMBER 3, 2016 (as the same has been or may be amended, supplemented or otherwise modified from time to time, including any other instruments executed and delivered in renewal, extension, rearrangement or otherwise in replacement thereof, the “Agreement”) (any capitalized terms not specifically defined herein will have the meaning ascribed to them in the Agreement);
B.Whereas, Borrower and Lender have agreed to amend certain provisions of the Agreement; and
NOW, THEREFORE, in consideration of the parties’ mutual promises in this Amendment, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1.Amendment to Defined Term. The following defined term in Section 1.01 of the Agreement is hereby amended in its entirety to read as follows:
“Inventory Advance Amount” shall mean the lesser of (a) SIXTY-FIVE PERCENT (65.00%) of the cost of Eligible Inventory, and (b) NINETY PERCENT (90.00%) of the NOLV of Eligible Inventory.
2.Amendment to Section 4.01(e). The last sentence of Section 4.01(e) of the Agreement is hereby amended in its entirety to read as follows:
If at any time Availability is less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) for two (2) consecutive Revolving Credit Borrowing Base Reports, Borrower shall deliver Revolving Credit Borrowing Base Reports on or before the THIRD (3rd) Business Day of each week until such time as Availability is equal to or greater than such amount.
3.Amendment to Section 5.04. Section 5.04 of the Agreement is hereby amended by replacing “ONE MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,750,000.00)” therein with “ONE MILLION AND NO/100 DOLLARS ($1,000,000.00)”.
4.Limited Waiver. Lender hereby waives any Default or Event of Default arising from: (a) Borrower’s failure to comply with Section 5.04(x) of the Loan Agreement (Dividends, Distributions, Payments, and Redemptions) by making unpermitted payments of excess cash flow on FEBRUARY 21, 2019 and MAY 20, 2019; and (b) any failure by Borrower with respect to any cross-defaults under the Agreement in respect of any default or event of default under the Term Loan Agreement arising from Borrower’s failure to comply with any minimum EBITDA covenant therein. It is the Loan Parties’ specific intention that this waiver placed each of them in the same position, from the date of the Agreement through and including the date of this Amendment, as each would have been if no alleged existing Default or Event of Default (if one arose or could be deemed, or might have been deemed, to have arisen, directly or indirectly) had ever occurred.
5.Conditions. This Amendment shall be effective upon the completion of Borrower having delivered the following, in form and substance satisfactory to Lender: (a) this Amendment; (b) each other document, opinion and certificate required by Lender; and (c) evidence that the Term Agent has waived the event of default set forth in Section 4(b) hereof and any cross-default arising in respect of the Default or Event of Default set forth in Section 4(a) hereof.
FIFTH AMENDMENT TO LOAN AGREEMENT – PAGE 1
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION – VINTAGE STOCK, INC.
6.Representations, Warranties and Covenants: Expenses. Borrower expressly reaffirms all of its representations and warranties in the Agreement as of the date of this Amendment (except such representations and warranties that expressly relate to an earlier date). Borrower agrees to pay all costs, expenses and reasonable attorney’s fees of Lender and its counsel in connection with the Agreement or this Amendment.
7.No Waiver. Except as set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect and none of such terms and conditions are, or shall be construed as, otherwise amended or modified, except as specifically set forth herein and nothing in this Amendment shall constitute a waiver by Lender of any Default or Event of Default, or of any right, power or remedy available to Lender or any Loan Party under the Agreement, whether any such defaults, rights, powers or remedies presently exist or arise in the future.
8.Ratification. The Agreement shall, together with this Amendment and any related documents, instruments and agreements shall hereafter refer to the Agreement, as amended hereby.
9.Release. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. EACH LOAN PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED THAT SUCH LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND THAT ARISE FROM ANY OF THE LOANS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR ANY OF THE OTHER SECURITY INSTRUMENTS, AND/OR THE NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.
10.Other Provisions. The provisions of the Agreement that are not expressly amended in this Amendment shall remain unchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the provisions of this Amendment shall control.
11.Signatures. This Amendment may be signed in counterparts. A facsimile or other electronic transmission of a signature page will be considered an original signature page. At the request of a party, the other party will confirm a fax-transmitted or electronically transmitted signature page by delivering an original signature page to the requesting party.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
FIFTH AMENDMENT TO LOAN AGREEMENT – PAGE 2
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION – VINTAGE STOCK, INC.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first written above.
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LENDER: |
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TEXAS CAPITAL BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Terri Sandridge |
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Name: |
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Title: |
Vice President, Corporate Banking-ABL |
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BORROWER: |
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VINTAGE STOCK, INC. |
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By: |
/s/ Rodney Spriggs |
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Name: |
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Title: |
CEO and President |
FIFTH AMENDMENT TO LOAN AGREEMENT – PAGE 3
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION – VINTAGE STOCK, INC.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/13/21 | 4, 8-K | ||
| For Period end: | 9/30/20 | 8-K, NT 10-K | ||
| 5/20/19 | ||||
| 2/21/19 | ||||
| 11/3/16 | 8-K, 8-K/A | |||
| List all Filings | ||||
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 |