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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/27/18 Live Ventures Inc 10-K 9/30/18 92:6.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 848K
2: EX-2.2 Bill of Sale and Assignment and Assumption HTML 41K
Agreement
3: EX-10.27 Consent to Turf Business Sale HTML 38K
4: EX-10.28 Seventh Amendment to Loan and Security Agreement HTML 52K
5: EX-10.30 Amended and Restated Promissory Note HTML 57K
6: EX-10.31 Amended and Restated Subordination Agreement HTML 124K
7: EX-10.44 Amended and Restated Secured Promissory Note HTML 34K
8: EX-10.45 Security Agreement HTML 41K
9: EX-10.46 Security Agreement HTML 41K
10: EX-10.57 Employment Agreement HTML 73K
11: EX-21.1 Subsidiaries List HTML 24K
12: EX-23.1 Consent of Experts or Counsel HTML 22K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
23: R1 Document and Entity Information HTML 59K
24: R2 Consolidated Balance Sheets HTML 125K
25: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
26: R4 Consolidated Statements of Income HTML 80K
27: R5 Consolidated Statements of Changes in HTML 70K
Stockholders' Equity
28: R6 Consolidated Statements of Cash Flows HTML 141K
29: R7 1. Background and Basis of Presentation HTML 30K
30: R8 2. Summary of Significant Accounting Policies HTML 64K
31: R9 3. Comprehensive Income HTML 26K
32: R10 4. Acquisitions HTML 55K
33: R11 5. Balance Sheet Detail Information HTML 50K
34: R12 6. Intangibles HTML 31K
35: R13 7. Goodwill HTML 26K
36: R14 8. Long-Term Debt HTML 101K
37: R15 9. Notes payable, related parties HTML 39K
38: R16 10. Stockholders' Equity HTML 38K
39: R17 11. Warrants HTML 43K
40: R18 12. Stock-based Compensation HTML 60K
41: R19 13. Earnings Per Share HTML 39K
42: R20 14. Related Party Transactions HTML 35K
43: R21 15. Commitments and Contingencies HTML 34K
44: R22 16. Income Taxes HTML 49K
45: R23 17. Segment Reporting HTML 55K
46: R24 18. Subsequent Events HTML 27K
47: R25 2. Summary of Significant Accounting Policies HTML 143K
(Policies)
48: R26 4. Acquisition (Tables) HTML 46K
49: R27 5. Balance Sheet Detail Information (Tables) HTML 67K
50: R28 6. Intangibles (Tables) HTML 29K
51: R29 8. Long-Term Debt (Tables) HTML 53K
52: R30 9. Notes payable, related parties (Tables) HTML 34K
53: R31 11. Warrants (Tables) HTML 42K
54: R32 12. Stock-Based Compensation (Tables) HTML 63K
55: R33 13. Earnings Per Share (Tables) HTML 37K
56: R34 15. Commitments and Contingencies (Tables) HTML 28K
57: R35 16. Income Taxes (Tables) HTML 50K
58: R36 17. Segment Reporting (Tables) HTML 56K
59: R37 2. Summary of Significant Accounting Policies HTML 64K
(Details Narrative)
60: R38 4. Acquisitions (Details - Purchase allocation) HTML 93K
61: R39 4. Acquisitions (Details - Pro forma information) HTML 39K
62: R40 5. Balance Sheet Detail Information (Details) HTML 146K
63: R41 6. Intangibles (Details) HTML 40K
64: R42 6. Intangibles (Details Narrative) HTML 32K
65: R43 8. Long Term Debt (Details - Long Term Debt) HTML 98K
66: R44 8. Long Term Debt (Details - Future Maturities) HTML 43K
67: R45 8. Long Term Debt (Details Narrative) HTML 133K
68: R46 9. Notes payable, related parties (Details - HTML 41K
Long-term debt, related parties)
69: R47 9. Notes payable, related parties (Details - HTML 37K
Future maturities)
70: R48 9. Notes payable, related parties (Details HTML 42K
Narrative)
71: R49 10. Stockholders' Equity (Details Narrative) HTML 76K
72: R50 11. Warrants (Details - Warrants Outstanding) HTML 46K
73: R51 11. Warrants (Details - Exercise price) HTML 44K
74: R52 12. Stock-based Compensation (Details - Option HTML 65K
activity)
75: R53 12. Stock-based Compensation (Details - Option HTML 84K
price)
76: R54 12. Stock-based Compensation (Details - Non HTML 43K
vested)
77: R55 12. Stock-based Compensation (Details - HTML 34K
Assumptions)
78: R56 12. Stock-based Compensation (Details Narrative) HTML 37K
79: R57 13. Earnings Per Share (Details - Computation of HTML 70K
loss per share)
80: R58 13. Earnings (Loss) Per Share (Details Narrative) HTML 26K
81: R59 14. Related Party Transactions (Details Narrative) HTML 48K
82: R60 15. Commitments and Contingencies (Details - HTML 40K
Leases)
83: R61 15. Commitments and Contingencies (Details HTML 26K
Narrative)
84: R62 16. Income Taxes (Details - Income tax expense) HTML 51K
85: R63 16. Income Taxes (Details - reconciliation) HTML 50K
86: R64 16. Income Taxes (Details - Deferred tax assets) HTML 58K
87: R65 16. Income Taxes (Details Narrative) HTML 42K
88: R66 17. Segment Reporting (Details - Total Revenue) HTML 55K
89: R67 17. Segment Reporting (Details - By segment) HTML 49K
91: XML IDEA XML File -- Filing Summary XML 148K
90: EXCEL IDEA Workbook of Financial Reports XLSX 104K
17: EX-101.INS XBRL Instance -- live-20180930 XML 1.72M
19: EX-101.CAL XBRL Calculations -- live-20180930_cal XML 234K
20: EX-101.DEF XBRL Definitions -- live-20180930_def XML 690K
21: EX-101.LAB XBRL Labels -- live-20180930_lab XML 1.18M
22: EX-101.PRE XBRL Presentations -- live-20180930_pre XML 990K
18: EX-101.SCH XBRL Schema -- live-20180930 XSD 185K
92: ZIP XBRL Zipped Folder -- 0001683168-18-003807-xbrl Zip 165K
Exhibit 10.44
AMENDED AND RESTATED SECURED PROMISSORY NOTE
This is an amendment and restatement (this “Amended and Restated Note”) of that certain original promissory note with an original principal amount of $3,919,494.46 with an effective date of April 1, 2018 issued by ApplianceSmart Holdings LLC to Appliance Recycling Centers of America, Inc. (the “Original Promissory Note”).
| Original Effective Date: | April 1, 2018 | |
| Amended and Restated Effective Date: | December 26, 2018 (the “Effective Date”) | |
| Maker: | ApplianceSmart Holdings LLC, a Nevada limited liability company | |
| Maker’s Mailing Address (including county): | 325 E. Warm Springs Road, Suite 102, Las Vegas, NV 89119 (Clark County) | |
| Payee: | Appliance Recycling Centers of America, Inc., a Nevada corporation | |
| Place for Payment: | 175 Jackson Avenue North, Suite 102, Minneapolis, MN 55343 | |
| Principal Amount at December 26, 2018: | $3,821,507.10 | |
| Maturity Date: | April 1, 2021 | |
| Annual Interest Rate: | 5.0% (Based on a 365-day year) | |
Terms of Payment:
Interest. Interest shall accrue on the unpaid principal amount from the Effective Date and shall be due and payable in full on the Maturity Date.
Principal. The principal amount shall be due and payable in full on the Maturity Date. The aggregate principal amount outstanding shall be increased or decreased, as the case may be, at any time and from time to time based on advances, credits, payments, and other amounts paid or owed, as the case may be, by and between ApplianceSmart, Inc., a Minnesota corporation and wholly-owned subsidiary of Maker (“ApplianceSmart”), and Payee.
Reborrowing. Upon Maker’s written request, Payee will make revolving credit loans to Maker from time to time in such amounts as Maker may request, and Maker may make prepayments and reborrowings; provided, however, the aggregate principal amount of the aggregate amount owed by Maker to Payee at any time shall not exceed the principal amount. Interest on any such borrowings shall accrue at the annual interest rate and be payable in accordance with the terms hereof.
Security Interest. This Amended and Restated Promissory Note is secured by the assets of Maker and ApplianceSmart in accordance with separate security agreements (collectively, the “Security Agreements”) by Maker and ApplianceSmart, respectively, in favor of Payee. In the case of an Event of Default (as defined in the Security Agreements), Payee shall have the rights set forth in the Security Agreements.
Prepayment. Maker may prepay all outstanding principal and interest at any time and from time to time without penalty.
Costs of Collection. If this Amended and Restated Note is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection and enforcement, including reasonable attorney’s fees and court costs, in addition to other amounts due.
(Remainder of this page intentionally left blank; signatures begin on the next page.)
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Executed on this 26th day of December, 2018, the parties intending that this Amended and Restated Promissory Note be effective as of April 1, 2018.
APPLIANCESMART HOLDINGS LLC
By: Live Ventures Incorporated, its sole member
By: /s/ Jon Isaac
Name: Jon Isaac
Title: President and Chief Executive Officer
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AGREEMENT AND GUARANTY
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of ApplianceSmart Holdings LLC, a Nevada limited liability company (“Holdings”), parent of ApplianceSmart, Inc., a Minnesota corporation (“Guarantor”), having agreed to the terms of the outstanding amount owed by Holdings to Appliance Recycling Centers of America, Inc., a Nevada corporation (“ARCA”), in connection with the sale of Guarantor from ARCA to Holdings, as documented by that certain Amended and Restated Promissory Note, effective as of April 1, 2018 and amended and restated on December 26, 2018, issued by Holdings in the original principal amount at April 1, 2018 of $3,919,494.46 and $3,821,507.10 at December 26, 2018, for the benefit of ARCA (the “Note”), Guarantor does hereby unconditionally guarantee to ARCA full and prompt payment and performance of all obligations of Holdings to ARCA under the Note. Guarantor also agrees to pay in addition thereto all costs, expenses and reasonable attorney’s fees at any time paid or incurred by ARCA in endeavoring to enforce this Guaranty.
Upon any default by Holdings with respect to any of the obligations herein guaranteed, the liability of the Guarantor hereunder shall be deemed to have become immediately due and payable, without demand, presentment, protest or notice of any kind, all of which are hereby waived, and without any suit or action against Holdings or the Guarantor and without further steps to be taken or further conditions to be performed by ARCA. Failure of ARCA to make any demand or otherwise to proceed against the Guarantor in respect to any default by Holdings or the Guarantor, or any delay by ARCA in doing so, shall not constitute a waiver of ARCA right to proceed in respect to any or all other defaults by the Company or the Guarantor.
Guarantor further acknowledges and agrees that until such time as the Note has been paid in full, it shall not create, incur, assume, or suffer to exist any indebtedness secured by a material amount of Guarantor’s assets without the prior written consent of ARCA, which consent shall not be unreasonably withheld, conditioned, or delayed.
This Guaranty and Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (without reference to the conflicts of law provisions thereof). The invalidity or unenforceability of any provision hereof shall not limit the validity or enforceability of any other provision hereof. This Guaranty and Agreement may not be amended except by an instrument in writing signed by the party to be charged.
Executed on this 26th day of December, 2018, the parties intending that the Amended and Restated Promissory Note be effective as of April 1, 2018.
APPLIANCESMART, INC.
By: /s/ Virland A. Johnson
Name: Virland A. Johnson
Title: Chief Executive Officer
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/1/21 | ||||
| Filed on: | 12/27/18 | 3, 3/A, 8-K | ||
| 12/26/18 | ||||
| For Period end: | 9/30/18 | 10-K/A | ||
| 4/1/18 | ||||
| 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 1/13/21 Live Ventures Inc. 10-K 9/30/20 117:17M ActiveDisclosure/FA 8/27/20 Live Ventures Inc. 1-A 6:464K GlobalOne Filings Inc/FA 7/24/19 SEC UPLOAD¶ 8/21/19 2:45K Live Ventures Inc. 4/26/19 SEC UPLOAD¶ 8/21/19 2:46K Live Ventures Inc. 4/10/19 SEC UPLOAD¶ 8/21/19 2:50K Live Ventures Inc. 3/05/19 SEC UPLOAD¶ 8/21/19 2:52K Live Ventures Inc. |