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4. Reclassification and Restatement

12 Months Ended

Sep. 30, 2017

Accounting Changes and Error Corrections [Abstract]

Our previously issued consolidated financial statements for year ended September 30, 2016 have been reclassified and restated.

Classification of Marquis line of credit with both a subjective acceleration clause and lock box arrangement was not properly classified as a current liability according to ASC 470. The Company determined that $222,590 of long-term debt should have been classified as a current liability in the consolidated balance sheet.

Characterization of deposits (advance payments) on the purchase of Marquis carpet manufacturing equipment and the related cash flow presentation (operating vs. investing) in the statement of cash flows was an error and not presented correctly. The Company determined that cash from operations was understated and cash used in investing were understated by $1,816,855 in the consolidated statement of cash flows.

Deferred income tax liabilities related to the Marquis Industries, Inc (“Marquis”) acquisition were not reflected in the final purchase accounting. The Company also had unrecorded deferred tax assets relating to non-qualified stock options and restricted stock from fiscal years 2013-2016, which would have been fully reserved until the valuation allowance was released in 2016 as a result of the purchase of Marquis. In addition, the pre-tax net income on the tax provision did not agree to the audited consolidated financial statements included in the Form 10-K primarily attributable to the adjustments made to the bargain purchase gain. As a result of these errors, the Company determined that the bargain purchase gain was overstated, and deferred tax benefit was understated by $3,074,623 in the consolidated statement of operations. In addition, the components of deferred taxes that were misstated are within Note 17 – Income Taxes.

Management has evaluated the impact of the above referenced errors. The impact on our previously issued Form 10-Q’s for quarters ended December 31, 2016, March 31, 2017 and June 30, 2017 are as follows, in error and will be amended to reflect the following changes:

	Fiscal Quarter Ended December 31, 2016									Fiscal Quarter Ended March 31, 2017									Fiscal Quarter Ended June 30, 2017
	As									As									As
	Previously									Previously									Previously
	Reported			Change			(Restated)			Reported			Change			(Restated)			Reported			Change			(Restated)
Current portion of long- term debt	$	6,226,454		$	14,278,689		$	20,505,143		$	5,832,567		$	15,378,332		$	21,210,899		$	5,847,194		$	17,375,442		$	23,222,636
Long-term debt, net of current portion		67,287,070			(14,278,689	)		53,008,381			69,019,133			(15,378,332	)		53,640,801			70,104,445			(17,375,442	)		52,729,003
Total liabilities		91,328,118						91,328,118			90,550,517						90,550,517			93,105,215						93,105,215

Paid in capital		56,705,679			6,249,254			62,954,933			56,773,754			6,249,254			63,023,008			56,841,245			6,249,254			63,090,499
Accumulated deficit		(27,408,969	)		(6,238,516	)		(33,647,485	)		(25,568,783	)		(6,238,516	)		(31,807,299	)		(23,441,219	)		(6,238,516	)		(29,679,735	)
Series E convertible preferred stock		10,866			(10,738	)		128			10,866			(10,738	)		128			10,866			(10,738	)		128
Total shareholders' equity		29,009,849			–			29,009,849			30,918,112			–			30,918,112			32,616,801			–			32,616,801

Prepaid expenses and other current liabilities		1,990,407			(1,816,855	)		173,552			2,520,099			(1,816,855	)		703,244			2,104,859			(1,816,855	)		288,004
Net cash provided by operations		4,994,685			(1,816,855	)		3,177,830			5,209,543			(1,816,855	)		3,392,688			8,830,128			(1,816,855	)		7,013,273

Purchases of property and equipment		(4,869,153	)		1,816,855			(3,052,298	)		(7,100,362	)		1,816,855			(5,283,507	)		(7,753,755	)		1,816,855			(5,936,900	)
Net cash used in investing activities		(62,180,053	)		1,816,855			(60,363,198	)		(54,507,921	)		1,816,855			(52,691,066	)		(55,150,965	)		1,816,855			(53,334,110	)

Conversion features on convertible notes and related warrants issued in 2012, 2013 and 2014 required bifurcation and derivative liability accounting due to the down round protection features included within the agreements in accordance with ASC 815. On December 22, 2014, the Company executed an amendment to remove the down round provisions for the convertible notes and warrants. As a result of these errors, the Company determined that accumulated deficit and additional paid-in capital were understated by $6,238,516 in the stockholders’ equity section of the consolidated balance sheet and consolidated statement of changes in stockholder’s equity.

We reclassified $10,738 from Series E Preferred Stock to additional paid in capital.

The following table presents the impact of the corrections on the Company's previously issued consolidated financial statements as of and for the year ended September 30, 2016:

	As
	Previously						As
	Reported			Change			Restated
Consolidated Balance Sheet:

Current portion of long-term debt	$	1,789,290		$	222,590		$	2,011,880
Long-term debt, net of current portion		13,682,872			(222,590	)		13,460,282
Total liabilities		29,271,588			–			29,271,588
Paid in capital		53,319,217			6,249,254			59,568,471
Accumulated deficit		(28,837,063	)		(6,238,516	)		(35,075,579	)
Series E convertible preferred stock		10,866			(10,738	)		128
Total stockholders' equity		24,195,812			–			24,195,812

Consolidated Statement of Income:

Bargain purchase gain on acquisition	$	4,573,968		$	(3,074,623	)	$	1,499,345
Total other income (expense), net		3,142,581			(3,074,623	)		67,958
Income before provision for income taxes		5,460,830			(3,074,623	)		2,386,207
Benefit for income taxes		(12,493,221	)		(3,074,623	)		(15,567,844	)
Net income attributed to Live Ventures Incorporated		17,829,857			–			17,829,857

Consolidated Statement of Cashflows:

Gain on bargain purchase of acquisition	$	(4,573,968	)	$	3,074,623			(1,499,345	)
Change in deferred income taxes		(12,524,582	)		(3,074,623	)		(15,599,205	)
Change in prepaid expenses and other current assets		(3,423,650	)		1,816,855			(1,606,795	)
Net cash provided by operations		6,061,778			1,816,855			7,878,633
Purchases of property and equipment		(1,376,685	)		(1,816,855	)		(3,193,540	)
Net cash used by investing activities		(722,828	)		(1,816,855	)		(2,539,683	)
Increase (decrease) in cash and cash equivalents		(1,956,923	)		–			(1,956,923	)

Consolidated Statement of Changes in Stockholders' Equity:

Paid in capital - at September 30, 2015	$	52,965,036		$	6,249,254		$	59,214,290
Paid in capital - at September 30, 2016		53,319,217			6,249,254			59,568,471
Accumulated deficit - at September 30, 2015		(46,665,003	)		(6,238,516	)		(52,903,519	)
Accumulated deficit - at September 30, 2016		(28,837,063	)		(6,238,516	)		(35,075,579	)
Series E convertible preferred stock - at September 30, 2015		10,866			(10,738	)		128
Series E convertible preferred stock - at September 30, 2016		10,866			(10,738	)		128